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

Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter or, if the Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by the Company, each Stockholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities (other than a Transfer by USF pursuant to Section 2.2(a)(viii) hereof, which Transfer shall be subject to the holdback provisions of the Junior Warrant Agreement or, as the case may be, the Second Note) other than those Registrable Securities included in such Registration pursuant to Section 3.1(a), 3.1(b) or 3.2 (a) for the thirty (30) days prior to and the one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, the Company in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 shall not apply to the extent a Stockholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or the Company, as the case may be, release DBCP or any member of the Behrman Group from the restrictions set forth in this Section 3.8, eaxx xx xhe holders of Series A Preferred Stock shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which DBCP or any such member of the Behrman Group, as the case may be, was released (as determined by divxxxxx xhe number of securities released by the aggregate number of securities held by such holder).

Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter or, if the KSI Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by KSI, the Company, Company and each Stockholder Unitholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities (other than a Transfer by USF pursuant to Section 2.2(a)(viii) hereof, which Transfer shall be subject to the holdback provisions of the Junior Warrant Agreement or, as the case may be, the Second Note) other than those KSI Registrable Securities included in such KSI Registration pursuant to Section 3.1(a), 3.1(b) or 3.2 (a) for the thirty (30) days prior to and the up to one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, the Company KSI in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 shall not apply to the extent a Stockholder Unitholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or the CompanyKSI, as the case may be, release DBCP or the Company, MidOcean, any member of the Behrman Group or Gryphon from the restrictions set forth in this Section 3.8Sectxxx 0.0, eaxx xx xhe each of the other holders of Series A KSI Registrable Securities distributed by the Company with respect to Preferred Stock Units, pro rata on a Deemed Converted Basis (assuming all such Units were convertible), shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which DBCP or the Company, MidOcean, any such member of the Behrman GroupGroup or Gryphon, as the case may be, was released (as determined by divxxxxx xhe determxxxx xx dividing the number of securities released by the aggregate number of securities held by such holder).

Holdback Agreements; Registration Rights to Others. (a) In the event and to the extent requested by the managing underwriter or, if the KHC Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by KHC, the Company, the KSI Holders and each Stockholder Unitholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities (other than a Transfer by USF pursuant to Section 2.2(a)(viii) hereof, which Transfer shall be subject to the holdback provisions of the Junior Warrant Agreement or, as the case may be, the Second Note) other than those KHC Registrable Securities included in such KHC Registration pursuant to Section 3.1(a4.1(a), 3.1(b4.1(b) or 3.2 (a4.2(a) for the thirty (30) days prior to and the up to one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, the Company KHC in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 4.8 shall not apply to the extent a Stockholder Unitholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or the CompanyKHC, as the case may be, release DBCP or the Company, MidOcean, any member of the Behrman Group or Gryphon from the restrictions set forth in this Section 3.8Sectxxx 0.0, eaxx xx xhe each of the holders of Series A KHC Registrable Securities distributed by the Company with respect to Preferred Stock Units, pro rata on a Deemed Converted Basis, shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which DBCP or the Company, MidOcean, any such member of the Behrman GroupGroup or Gryphon, as the case may be, was released (as determined by divxxxxx xhe determxxxx xx dividing the number of securities released by the aggregate number of securities held by such holder). (b) At such time as no KHC Registrable Securities of KSI remain outstanding or issuable, the restrictions set forth in Section 4.1(a) for the benefit of the KSI Holders shall terminate; provided that nothing herein shall be deemed to affect any security interest or pledge on the KHC Registrable Securities.