Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. (a) Each holder of Registrable Shares agrees, if such holder is reasonably requested by an underwriter in an Underwritten Offering for the Company (whether for the account of the Company or otherwise), not to effect any public sale or distribution of any of the Company's equity securities, including a sale pursuant to Rule 144 (except as part of such Underwritten Registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of such Underwritten Offering. (b) The Company agrees, to the extent not inconsistent with applicable law, and if and to the extent requested by the managing underwriter of an Underwritten Registration of Registrable Shares pursuant to Section 3 hereof, not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of such securities on Form S-4 or in connection with an employee stock option or other benefit plan) during the 15 days prior to, and for a period of 90 days (or such longer period as the underwriters of such Underwritten Offering may reasonably request) beginning on, the effective date of such Registration Statement (except as part of such registration).

Appears in 2 contracts

Samples: Registration Rights Agreement (Adler Jeffrey A), Registration Rights Agreement (Vistana Inc)

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Hold-Back Agreements. (ai) Each holder In the case of any underwritten public offering by the Company of shares of Common Stock, each Holder agrees not to effect any disposition (other than a disposition of Registrable Shares agreesSecurities under such underwritten public offering or a bona fide pledge or a disposition to an Affiliate of such Holder who agrees to be bound by the provisions of this paragraph) (a "Disposition") of any Registrable Securities, if and not to effect any such holder is reasonably requested by an underwriter in an Underwritten Offering for the Company (whether for the account Disposition of any other equity security of the Company or otherwise), not to effect any public sale or distribution of any security convertible into or exchangeable or exercisable for any equity security of the Company's equity securitiesCompany (in each case, including a sale pursuant to Rule 144 (except other than as part of such Underwritten Registration), underwritten public offering) during the 10-day period 15 days prior to, and during the 90-day period (or such longer period as may be reasonably requested by the underwriter of such offering) beginning on, the closing effective date of such Underwritten Offeringregistration statement (except as apart of such registration); provided that each Holder has received written notice of such registration at least 15 days prior to such effective date. (bii) The Company agrees, to the extent not inconsistent with applicable law, and if and to the extent requested by the managing underwriter of an Underwritten Registration If any registration of Registrable Shares pursuant to Section 3 hereofSecurities shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of such securities on Form S-4 or in connection with an employee stock option any merger or other benefit plan) during consolidation by the 15 days prior to, and for a period of 90 days (or such longer period as the underwriters of such Underwritten Offering may reasonably request) beginning on, the effective date of such Registration Statement (except as part of such registration).Company or

Appears in 2 contracts

Samples: Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC), Registration Rights Agreement (Krauses Furniture Inc)

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Hold-Back Agreements. (a) Each holder of Registrable Shares agrees, if such holder is reasonably requested by an underwriter in an Underwritten Offering underwritten offering for the Company (whether for the account of the Company or otherwise), not to effect any public sale or distribution of any of the Company's equity securities, including a sale pursuant to Rule 144 (except as part of such Underwritten Registrationunderwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of such Underwritten Offeringunderwritten offering. (b) The Subject to the satisfaction of its obligations under the Merchant Agreement, the Company agrees, to the extent not inconsistent with applicable law, and if and to the extent requested by the managing underwriter of an Underwritten Registration underwritten registration of Registrable Shares pursuant to Section 3 hereof, not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of for such securities on Form S-4 or in connection with an employee stock option or other benefit plan) during the 15 days prior to, and for a period of 90 days (or such longer period as the underwriters of such Underwritten Offering underwritten offering may reasonably request) beginning on, the effective date of such Registration Statement (except as part of such registration).

Appears in 1 contract

Samples: Registration Rights Agreement (Okner Seymour N)

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