Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable Securities, if required by the managing underwriter, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 20 day period prior to or the 90 day period following the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required by the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registration, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company will continue to file timely and accurately all reports required by Sections 13(a) and 15(d) of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Act.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable SecuritiesHolder, if required by the managing underwriterunderwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 180 days after, and during the 20 day period days prior to or the 90 day period following to, the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required to the extent timely notified in writing by the Company or the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registrationunderwriter, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The Company will continue further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file timely any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and accurately all reports for 180 days after, the effective date of such registration if required by Sections 13(a) and 15(d) of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actmanaging underwriter.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not Act for its own account (other than pursuant to a Special Registration), ) or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable Securities, if required by the managing underwriter, Securities agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 120 days (180 days if such registration statement relates to the Initial Public Offering) after, and (assuming compliance by the Company with Section 3.4(f)) during the 20 day period days prior to or the 90 day period following to, the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required by the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registration, registration and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The Company will continue further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file timely any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and accurately all reports required by Sections 13(afor 120 days (180 days if such registration statement relates to the Initial Public Offering) and 15(d) after, the effective date of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actregistration.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not Act for its own account (other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable Securities, if required by the managing underwriter, Securities agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company (other than as part of such public offering) during the 20 day period days prior to or to, and for the 90 day period following 180 days after, the effective date of such registrationregistration statement, provided that each holder or for such shorter period as agreed (which agreement shall be equally applicable to all holders of Registrable Securities further agrees that, if required Securities) to by the managing underwriter for such registered offering, he shall not effect any underwriters of such public sale or distribution during the 180 day period following the effective date of such registration, and the distribution. The Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time (other than in a Public Offering registered public offering of Common Stock) to enter into a similar agreement with the Company. In no event shall the BRS Fund or its Affiliate Transferees be subject to a longer lockup period than any other holder of Registrable Securities. The Company will continue further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file timely any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, within 20 days prior to and accurately all reports required 180 days after the effective date of such registration statement or for such shorter period as agreed to by Sections 13(a) and 15(d) the underwriters of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actpublic sale or distribution.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.3, each holder of Registrable SecuritiesHolder, if required by the managing underwriterunderwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 20 day period days prior to to, and for 180 days (or such lesser number of days that the 90 day period following managing underwriter may require of any such Holder) after, the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required to the extent timely notified in writing by the Company or the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registrationunderwriter, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The Company will continue further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file timely any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and accurately all reports for 180 days (or such lesser number of days that the managing underwriter may require) after, the effective date of such registration if required by Sections 13(a) and 15(d) of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actmanaging underwriter.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each holder of Registrable SecuritiesSecurities who sells shares of Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days after, and during the 20 day period 7 days prior to or the 90 day period following to, the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required registration or such shorter period as agreed by the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registrationunderwriter, and the Company agrees to cause each holder of its officers and directors to enter into similar agreements with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any equity securitypublic sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any security securities convertible into or exchangeable or exercisable for any equity securitysuch securities, during the 7 days prior to, and for 90 days after, the effective date of the Company purchased or acquired from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company will continue to file timely and accurately all reports such registration if required by Sections 13(a) and 15(d) of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actmanaging underwriter.

Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registrationon Form S-4 or Form S-8), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each holder of Registrable SecuritiesHolder, if required by the managing underwriterunderwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 180 days after, and during the 20 day period days prior to or the 90 day period following to, the effective date of such registration, provided that each holder of Registrable Securities further agrees thatto the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees, if required by the managing underwriter for such registered in an underwritten offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registration, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The Company will continue further agrees not to effect (other than pursuant to such registration or a registration on Form S-4 or Form S-8) any public sale or distribution, or to file timely any Registration Statement (other than in connection with such registration or on Form S-4 or Form S-8) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and accurately all reports for 180 days after, the effective date of such registration, if so required by Sections 13(a) the managing underwriter, and 15(d) the Company shall so provide in any registration rights agreement with respect to any of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Actits equity securities.