Hold-Back Agreements. In connection with each public offering, each Stockholder and the Company shall agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), within seven days before or 90 days (or such lesser period as the managing underwriters may permit) after the effective date of such registration; provided that a Stockholder shall be so limited only if notice of the effective date of such registration statement has been given to such Stockholder. The Company hereby also agrees to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company (at any time other than in a public offering) to so agree. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter.
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Samples: Registration Rights Agreement (Andlinger Capital Xiii LLC), Registration Rights Agreement (Axess Corp), Securities Purchase Agreement (Andlinger Capital Xiii LLC)
Hold-Back Agreements. (i) In connection with each the case of any underwritten public offeringoffering by the Company of shares of Common Stock, each Stockholder and the Company shall agree Holder agrees not to effect any disposition (other than a disposition of Registrable Securities under such underwritten public sale offering or distribution, including any sale pursuant a bona fide pledge or a disposition to Rule 144 under an Affiliate of such Holder who agrees to be bound by the Securities Act, provisions of this paragraph) (a "Disposition") of any Registrable Securities, and not to effect any such Disposition of any other equity securities security of the Company, Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering)) during the 15 days prior to, within seven days before or 90 days and during the 90-day period (or such lesser longer period as may be reasonably requested by the managing underwriters may permit) after the effective date underwriter of such registration; provided that a Stockholder shall be so limited only if notice of offering) beginning on, the effective date of such registration statement (except as apart of such registration); provided that each Holder has been given received written notice of such registration at least 15 days prior to such Stockholder. The effective date.
(ii) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company hereby also agrees (x) not to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") effect any public sale or distribution of any of its equity security, securities or of any security convertible into or exchangeable or exercisable for any equity security, security of the Company purchased from the Company (at any time other than in a public offering) to so agree. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale securities in connection with any merger or distribution to consolidation by the managing underwriter or underwriter.Company or
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Samples: Registration Rights Agreement (Krauses Furniture Inc), Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC)
Hold-Back Agreements. In (a) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees, in connection with each public any sale of securities by the Company and in connection with any Registration Statement filed pursuant to Section 2, Section 3 or Section 4 hereof, if requested (pursuant to a timely written notice) by the Company or the managing underwriter or underwriters in an underwritten offering, each Stockholder and the Company shall agree not to effect any public sale or distributiondistribution of any of the Company's securities, including any a sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than except as part of such underwritten public offering), within seven during the period beginning 10 days before or 90 prior to, and ending 180 days (or such lesser period as after, the managing underwriters may permit) after the effective closing date of such registration; provided that a Stockholder shall be so limited only if notice of each underwritten offering made by the effective date of such registration statement has been given Company or pursuant to such Stockholder. The Company hereby also agrees to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company (at any time other than in a public offering) to so agreeRegistration Statement. The foregoing provisions shall not apply to any holder of Registrable Securities Holder if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder Holder shall undertake, undertake in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities the class of securities covered by such Registration Statement (except as part of such underwritten registrationoffering) during such period unless it has provided 45 days 90 days' prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.
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Samples: Registration Rights Agreement (Digital Entertainment Network Inc)
Hold-Back Agreements. In connection with each underwritten public offering, each Stockholder Stockholder, holder of Registrable Securities and the Company shall agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), within seven days before or 90 days (or such lesser period as the managing underwriters may permit) after the effective date of such registration; provided that a Stockholder shall be so limited only if notice of the effective date of such registration statement has been given to such Stockholder. The Company hereby also agrees to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company (at any time other than in a public offering) to so agree. The foregoing provisions shall not apply to (x) any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter, and (y) to the Stockholders and holders of Registrable Securities participating in the March 31 Registration pursuant to Section II-A(ii) of this Agreement .
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Samples: Registration Rights Agreement (Rheometric Scientific Inc)