Common use of Holdback Agreements; Registration Rights to Others Clause in Contracts

Holdback Agreements; Registration Rights to Others. (a) In connection with each underwritten sale of Registrable Securities, the Company agrees, and each Holder by acquisition of such Registrable Securities agrees, to enter into customary holdback agreements concerning sale or distribution of Registrable Securities and other equity Securities of the Company, except, in the case of any Holder, to the extent that such Holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold Registrable Securities from sale. Without limiting the scope of the term "fiduciary," a Holder shall be deemed to be acting as a fiduciary if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder who has been engaged on behalf of an Account shall be required to hold back Registrable Securities attributable to such Account if either: (i) such Account directs such Holder to dispose of some or all of such Registrable Securities attributable to such Account; PROVIDED, HOWEVER, that any holdback agreement relating to such underwritten sale shall continue to apply to Registrable Securities attributable to such Account which such Account has not directed such Holder to sell, and PROVIDED, FURTHER, that such Holder shall not have directly or indirectly induced such Account to make such sale; or (ii) such Securities have ceased to be Registrable Securities pursuant to clause (v) of the definition of Registrable Securities. (b) If the Company shall at any time after the date hereof provide to any holder of any Securities of the Company rights with respect to the registration of such Securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided in this Section to the Holders of Registrable Securities.

Holdback Agreements; Registration Rights to Others. (a) In connection the event and to the extent requested by the managing underwriter of an Underwritten Offering, each Shareholder agrees that it will enter into a customary “lock-up agreement” with each underwritten such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of Registrable any Equity Securities, the Company agrees, and each Holder by acquisition of such other than those Registrable Securities agreesincluded in such Registration pursuant to the terms hereof for the fourteen days prior to (x) the effectiveness of a registration statement (other than a Shelf Registration Statement) pursuant to which such Public Offering shall be made, or (y) the pricing of an Underwritten Offering and ending on the earlier to enter into customary holdback agreements concerning sale or distribution occur of Registrable Securities and other equity Securities (1) in case of the CompanyInitial Public Offering, exceptthe date that is one hundred and eighty (180) days after the effectiveness of the registration statement relating to such Initial Public Offering, or (2) in the case of any Holderother Underwritten Offering, the date that is ninety days after the pricing of such Underwritten Offering (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such Underwritten Offering) (the “Lock-Up Period”); provided, that the limitations contained in this Section 3.9 shall not apply to the extent that such Holder a Shareholder is prohibited by applicable law or exercise of fiduciary duties Applicable Law from agreeing to withhold Registrable so withholding such Equity Securities from sale. Without limiting sale during such period; provided, further, that if any other holder of securities of ITC Investments is or becomes subject to a shorter Lock-Up Period or receives more advantageous terms relating to the scope Lock-Up Period under any lock-up agreement (including as a result of any discretionary waiver or termination of the term "fiduciary," a Holder shall be deemed to be acting as a fiduciary if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act restrictions of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder who has been engaged on behalf of an Account shall be required to hold back Registrable Securities attributable to such Account if either: (i) such Account directs such Holder to dispose of some any or all of such Registrable Securities attributable to agreements by ITC Investments or the underwriters), then the Lock-Up Period shall be such Account; PROVIDED, HOWEVER, that any holdback agreement relating to shorter period and also on such underwritten sale shall continue to apply to Registrable Securities attributable to such Account which such Account has not directed such Holder to sell, and PROVIDED, FURTHER, that such Holder shall not have directly or indirectly induced such Account to make such sale; or (ii) such Securities have ceased to be Registrable Securities pursuant to clause (v) of the definition of Registrable Securitiesmore advantageous terms. (b) If the Company shall at any time after the date hereof provide to any holder of any Securities of the Company rights with respect to the registration of such Securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided in this Section to the Holders of Registrable Securities.

Holdback Agreements; Registration Rights to Others. (a) In connection the event and to the extent requested by the managing underwriter of an Underwritten Offering, each Shareholder agrees that it will enter into a customary “lock-up agreement” with each underwritten such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of Registrable any Equity Securities, the Company agrees, and each Holder by acquisition of such other than those Registrable Securities agreesincluded in such Registration pursuant to the terms hereof for the fourteen days prior to (x) the effectiveness of a registration statement (other than a Shelf Registration Statement) pursuant to which such Public Offering shall be made, or (y) the pricing of an Underwritten Offering and ending on the earlier to enter into customary holdback agreements concerning sale or distribution occur of Registrable Securities and other equity Securities (1) in case of the CompanyInitial Public Offering, exceptthe date that is one hundred and eighty (180) days after the effectiveness of the registration statement relating to such Initial Public Offering, or (2) in the case of any Holderother Underwritten Offering, the date that is ninety days after the pricing of such Underwritten Offering (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such Underwritten Offering) (the “Lock-Up Period”); provided, that the limitations contained in this Section 3.9 shall not apply to the extent that such Holder a Shareholder is prohibited by applicable law or exercise of fiduciary duties Applicable Law from agreeing to withhold Registrable so withholding such Equity Securities from sale. Without limiting sale during such period; provided, further, that if any other holder of securities of ITC Investments is or becomes subject to a shorter Lock- Up Period or receives more advantageous terms relating to the scope Lock-Up Period under any lock-up agreement (including as a result of any discretionary waiver or termination of the term "fiduciary," a Holder shall be deemed to be acting as a fiduciary if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act restrictions of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder who has been engaged on behalf of an Account shall be required to hold back Registrable Securities attributable to such Account if either: (i) such Account directs such Holder to dispose of some any or all of such Registrable Securities attributable to agreements by ITC Investments or the underwriters), then the Lock-Up Period shall be such Account; PROVIDED, HOWEVER, that any holdback agreement relating to shorter period and also on such underwritten sale shall continue to apply to Registrable Securities attributable to such Account which such Account has not directed such Holder to sell, and PROVIDED, FURTHER, that such Holder shall not have directly or indirectly induced such Account to make such sale; or (ii) such Securities have ceased to be Registrable Securities pursuant to clause (v) of the definition of Registrable Securitiesmore advantageous terms. (b) If the Company shall at any time after the date hereof provide to any holder of any Securities of the Company rights with respect to the registration of such Securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided in this Section to the Holders of Registrable Securities.

Holdback Agreements; Registration Rights to Others. (a) In connection with each underwritten If the Parent shall at any time register Securities under the Securities Act (including, without limitation, any registration relating to the Parent’s initial Public Offering or any registration pursuant to this Section 1) for offer or sale to the public, then none of Registrable Securities, the Company agrees, and each Holder by acquisition of such Registrable Securities agrees, to enter into customary holdback agreements concerning sale or distribution holders of Registrable Securities and other equity Securities of shall make any short sale of, grant an option for the Companytransfer of, exceptor otherwise transfer, in the case of any Holder, to the extent that such Holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold Registrable Securities from sale. Without limiting the scope of the term "fiduciary," a Holder shall be deemed to be acting as a fiduciary if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder who has been engaged on behalf of an Account shall be required to hold back Registrable Securities attributable to such Account if either(other than: (i) such Account directs such Holder to dispose for the public sale of some or all of such those Registrable Securities attributable included in and sold pursuant to such Account; PROVIDED, HOWEVER, that any holdback agreement relating to such underwritten sale shall continue to apply to Registrable Securities attributable to such Account which such Account has not directed such Holder to sell, and PROVIDED, FURTHER, that such Holder shall not have directly or indirectly induced such Account to make such saleregistration in accordance with this Section 1; or (ii) in a private sale to a transferee who agrees to the restrictions in this Section 1.7(a)); without the prior written approval of the Parent for such Securities have ceased reasonable period (but in no event longer than one hundred eighty (180) days following the effective date of the related registration statement) as may be designated in writing to be the holders of Registrable Securities pursuant by the Parent, or, if the Registration shall be, in whole or in part, an underwritten offering, the managing underwriters; provided that, no such holder of Registrable Securities shall be required to clause (v) make such agreement unless all of the definition of Registrable SecuritiesTrivest Investors are subject to the same restrictions. (b) In addition to the restriction contained in Section 1.7(a), each holder of Registrable Securities shall execute any restrictive agreement or “lock-up” agreement that any underwriter engaged by the Parent in connection any underwritten Public Offering shall reasonably request; provided that: (i) the restrictive or “lock-up” period thereunder is not more than one hundred eighty (180) days after the effective date of the registration statement for which such restrictive agreement or “lock-up” agreement is sought; and (ii) no such holder of Registrable Securities shall be required to make such agreement unless all of the Trivest Investors are subject to the same restriction. (c) The Parent may impose stop-transfer instructions with respect to the Registrable Securities until the end of any restrictive period provided for pursuant to this Section 1.7. (d) If the Company Parent shall at any time after the date hereof provide to any Other Stockholder or other holder of any Securities of the Company Parent rights with respect to the registration of such Securities under the Securities Act, : (i) such rights shall not be in conflict with or adversely affect any of the rights provided in this Section 1 to the Holders holders of Registrable Securities; and (ii) if such rights are provided on terms or conditions more favorable to such holder than the terms and conditions provided in this Section 1, the Parent will provide (by way of amendment to this Section 1 or otherwise) such more favorable terms or conditions to the holders of Registrable Securities.

Holdback Agreements; Registration Rights to Others. (a) In in connection with each underwritten sale of Registrable Securities, the Company agrees, and each Holder holder of Registrable Securities by acquisition of such Registrable Securities agrees, if requested by the managing underwriter of such underwritten sale, not to enter into customary holdback agreements concerning effect any public sale or distribution of any Registrable Securities and other equity Securities of the CompanyCompany that are owned by such holder or that are to be issued by the Company (other than as part of such underwritten sale) within 5 days prior to, and during the 120 day period beginning on, the effective date of the registration statement relating to such underwritten sale, except, in the case of any Holderholder of Registrable Securities, to the extent that such Holder holder is prohibited by applicable law or the exercise of fiduciary duties from agreeing to withhold Registrable Securities from salesale or is acting in its capacity as a fiduciary or investment adviser. Without limiting the scope of the term "fiduciary," a Holder holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities are held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder who has been engaged on behalf of an Account shall be required to hold back Registrable Securities attributable to such Account if either: (i) such Account directs such Holder to dispose of some or all of such Registrable Securities attributable to such Account; PROVIDED, HOWEVER, that any holdback agreement relating to such underwritten sale shall continue to apply to Registrable Securities attributable to such Account which such Account has not directed such Holder to sell, and PROVIDED, FURTHER, that such Holder shall not have directly or indirectly induced such Account to make such sale; or (ii) such Securities have ceased to be Registrable Securities pursuant to clause (v) of the definition of Registrable Securities. (b) If the Company shall at any time after the date hereof provide to any holder of any Securities of the Company rights with respect to the registration of such Securities under the Securities Act, Act and if such rights shall not be in conflict with are provided on terms or adversely affect any of conditions more favorable to such holder than the rights terms and conditions provided in this Section 6, the Company will provide (by way of amendment to this Section 6 or otherwise) such more favorable terms or conditions to the Holders holders of Registrable Securities. (c) No holder of Registrable Securities may participate in any underwritten Registration hereunder unless such holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Company, provided that the terms of such underwriting agreements are not inconsistent with the terms of this Section 6 and are otherwise reasonable and customary for institutional investors and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that such questionnaires, powers of attorney, indemnities and underwriting agreements and other documents are not inconsistent with the terms of this Section 6 and are otherwise reasonable and customary for institutional investors. Nothing in this clause (c) shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth in this Section 6 and nothing in this clause (c) shall limit any requirement by any such underwriting agreement or other documents requiring such holder to represent to its good title (free and clear of any lien) to, and authority to convey, the Registrable Securities to be sold by it.