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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 commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each holder of Registrable Securities who sells shares of Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees 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, 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 7 days prior to, the effective date of such registration or such shorter period as agreed by the managing underwriter, and the Company agrees to cause 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 public 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 securities convertible into or exchangeable or exercisable for such securities, during the 7 days prior to, and for 90 days after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Authentec Inc)

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 commercially reasonable its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each holder of Registrable Securities who sells shares (whether or not such securities have ceased to be Registrable Securities) agrees by acquisition of such Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144144 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 90 180 days after, and during the 7 20 days prior to, the effective date of such registration or such shorter period as agreed by the managing underwriter, and the Company agrees to cause its officers and directors each holder 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 enter into a similar agreements agreement with the Company. The Company 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 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 7 20 days prior to, and for 90 180 days after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration and Participation Agreement (Jafra Cosmetics International Sa De Cv)

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 commercially reasonable its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each holder of Registrable Securities who sells shares agrees by acquisition of such Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees 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, 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 (other than as part of such public offering) during the 7 20 days prior to, and for the 180 days after, the effective date of such registration statement, or for such shorter period as agreed (which agreement shall be equally applicable to all holders of Registrable Securities) to by the managing underwriter, and the underwriters of such public sale or distribution. The Company agrees to cause its officers and directors each holder 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 registered public offering of Common Stock) to enter into a similar agreements 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 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 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 7 within 20 days prior to, to and for 90 180 days after, after the effective date of such registration if required statement or for such shorter period as agreed to by the managing underwriterunderwriters of such public sale or distribution.

Appears in 1 contract

Samples: Registration and Participation Agreement (Remington Arms Co Inc/)

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 commercially reasonable its best efforts to effect the registration of any Registrable Regis trable Securities under the Securities Act pursuant to Section 2.1 Sec tion 3.1 or 2.23.2, each holder of Registrable Securities who sells shares agrees by acquisition of such Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees 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, of any Registrable Securities, and to use such holder's best efforts not to effect any such public sale or distribution of 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 7 (other than as part of such public offering) within 20 days prior to, to and 180 days after the effective date of such registration or such shorter period as agreed by the managing underwriterstatement, and the Company agrees to cause its officers and directors each holder 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 enter into a similar agreements agreement with the Company. The Company 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 any registration statement (other than such registration or a Special Registration) covering any, distribution of its equity securities, or any securities convertible into or exchangeable ex changeable or exercisable for such securities, during the 7 within 20 days prior to, to and for 90 180 days after, after the effective date of such registration if required by the managing underwriterstatement (except as part of such under written public offering or pursuant to a registration on Form X-0, X-0 or any successor forms).

Appears in 1 contract

Samples: Registration and Participation Agreement (Raci Holding Inc)

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 commercially reasonable its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each holder of Registrable Securities who sells shares agrees by acquisition of such Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144144 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 90 120 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 7 20 days prior to, the effective date of such registration or such shorter period as agreed by the managing underwriter, and the Company agrees to cause its officers and directors each holder 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 enter into a similar agreements agreement with the Company. The Company 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 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 7 20 days prior to, and for 90 120 days (180 days if such registration statement relates to the Initial Public Offering) after, the effective date of such registration if required by the managing underwriterregistration.

Appears in 1 contract

Samples: Registration and Participation Agreement (Wesco Distribution Inc)

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 commercially reasonable its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 3.1 or 2.23.2, each holder of Registrable Securities who sells shares (whether or not such securities have ceased to be Registrable Securities) agrees by acquisition of such Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144144 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 90 180 days after, and during the 7 20 days prior to, the effective date of such registration or such shorter period as agreed by the managing underwriter, and the Company agrees to cause its officers and directors each holder 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 enter into a similar agreements agreement with the Company. The Company 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 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 7 20 days prior to, and for 90 180 days after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration and Participation Agreement (Dirsamex Sa De Cv)

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 commercially its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each holder of Registrable Securities who sells shares of Registrable Securities pursuant to such registration, if and only to the extent required by the managing underwriter, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144144 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 7 20 days prior to, the effective date of such registration or such shorter period as agreed by the managing underwriter, and the Company agrees to cause its officers and directors each holder 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 enter into a similar agreements agreement with the Company. The Company 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 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 7 20 days prior to, and for 90 days after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Riverwood Holding Inc)