Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent with applicable law, each holder of Registrable Securities whose Registrable Securities are included in a Registration Statement filed pursuant to Paragraph 3 hereof agrees not to effect any public sale or distribution of the issue being registered or any similar security of the Company, including a sale pursuant to Rule 144 under the Securities Act, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of such Registration Statement, to the extent such sales may prevent the Company from being in compliance with the Exchange Act; provided, however, that no such restriction shall apply to sales of Registrable Securities made pursuant to that Registration Statement, which may be made at any time following the effective date of that Registration Statement. (b) Restrictions on Public Sale by the Company and Others. The Company shall not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for any such securities or similar securities, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating or the commencement of a public distribution of Registrable Securities pursuant to any such Registration Statement (except (i) as part of such registration or pursuant to registrations on SEC Xxxxx X-0 xx S-8 or any similar or successor form, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligations).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent requested by the Company and the managing underwriter with respect to the applicable lawRegistration Statement, each holder of Registrable Securities Holder whose Registrable Securities are included in a Registration Statement filed pursuant to Paragraph Sections 3 and 4 hereof agrees not to effect any public sale or distribution of the issue being registered or any similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of such Registration Statement, to the extent such sales may prevent the Company from being in compliance with the Exchange Act; provided, however, that no all Holders holding not less than the number of shares of common stock held by such restriction Holder (including, shares of common stock issuable upon exercise of the Warrants, or other convertible securities, or upon the exercise of options, warrants or rights) and all officers and directors of the Company enter into similar agreements. Such agreement shall apply be in writing reasonably satisfactory to sales of Registrable Securities made pursuant to that Registration Statement, which may be made at any time following the effective date of that Registration StatementCompany and such managing underwriter. (b) Restrictions on Public Sale by the Company and Others. The Company shall not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for any such securities or similar securities, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating or the commencement of a public distribution of Registrable Securities pursuant to any such Registration Statement (except (i) as part of such registration or pursuant to registrations on SEC Xxxxx X-0 xx S-8 or any similar or successor form, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company Company, or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligations).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent with applicable law, each holder of Registrable Securities whose Registrable Securities are included in a Registration Statement filed pursuant to Paragraph 3 or 4 hereof agrees not to effect any public sale or distribution of the issue being registered or any similar security of the Company, including a sale pursuant to Rule 144 under the Securities Act, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of such Registration Statement, to the extent such sales may prevent the Company from being in compliance with the Exchange Act; provided, however, that no such restriction shall apply to sales of Registrable Securities made pursuant to that Registration Statement, which may be made at any time following the effective date of that Registration Statement. (b) Restrictions on Public Sale by the Company and OthersCompany. The Company shall not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for any such securities or similar securities, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating or the commencement of a public distribution of Registrable Securities pursuant to any such Registration Statement (except (i) as part of such registration or pursuant to registrations on SEC Xxxxx X-0 xx S-8 or any similar or successor form, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligations).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent with applicable law, each holder Holder of Registrable Securities whose Registrable Securities are included in a Registration Statement filed pursuant to Paragraph 3 hereof agrees not to effect any public sale or distribution of the issue being registered or any similar security of the Company, including a sale pursuant to Rule 144 under the Securities Act, during the 7-day period prior to, and during the 90-day (or such longer period as the managing underwriter with respect to the application Registration Statement shall deem appropriate) period beginning on, the effective date of such Registration Statement, to the extent such sales may prevent the Company from being in compliance with the Exchange Act; provided, however, that no such restriction shall apply to sales of Registrable Securities made pursuant to that Registration Statement, which may be be, made at any time following the effective date of that Registration Statement. (b) Restrictions on Public Sale by the Company and Others. The Company shall not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for any such securities or similar securities, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating or the commencement of a public distribution of Registrable Securities pursuant to any such Registration Statement (except (i) as part of such registration or pursuant to registrations on SEC XXX Xxxxx X-0 xx or S-8 or any similar or successor form, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligations).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent with applicable law, each Each holder of Registrable Securities whose Registrable Securities are included eligible for inclusion in a Registration Statement filed pursuant to Paragraph Sections 3 hereof agrees or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of the issue being registered or any similar security of the CompanyRegistrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities ActAct (except as part of such underwritten registration), during the 710-day period prior to, and during the 90180-day period (or such shorter period as may be agreed to by the parties hereto) beginning on, on the effective date of such Registration Statement, to the extent such sales may prevent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from being in compliance with the Exchange Actentering into any such agreement; provided, however, that no any such restriction holder shall apply undertake, in its request to sales of Registrable Securities made pursuant to that Registration Statementparticipate in any such underwritten offering, which may be made at any time following the effective date of that Registration Statement.not to (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable of its Common Stock for any such securities or similar securities, its own account during the 710-day period prior to, and during the 90180-day period beginning on, the effective date of any a Registration Statement in which holders of Registrable Securities are participating filed pursuant to Sections 3 or the commencement 4 (except as part of a Special Registration Statement), and (ii) use reasonable efforts to cause each holder of Common Stock purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of Registrable Securities any such securities during such period, including a sale pursuant to any such Registration Statement Rule 144 under the Securities Act (except (i) as part of such registration or pursuant to registrations on SEC Xxxxx X-0 xx S-8 or any similar or successor formunderwritten registration, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligationsif permitted).