Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. If any registration of Registrable Securities shall become effective in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”).

Appears in 4 contracts

Samples: Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.)

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Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a an Underwritten Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company Common Shares or of any stock convertible into or exchangeable or exercisable for any Ordinary Common Shares (in each case, other than as part of such Underwritten Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 3 contracts

Samples: Investors' Agreement (Decrane Aircraft Holdings Inc), Investors' Agreement (Audio International Inc), Investors' Agreement (Decrane Aircraft Holdings Inc)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder the LLC and its Permitted Transferees and each Other Shareholder and the Company agree Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the "Applicable Holdback Period").

Appears in 3 contracts

Samples: Investors' Agreement (Charles River Laboratories Inc), Investors' Agreement (Charles River Laboratories Holdings Inc), Investors' Agreement (Bausch & Lomb Inc)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder DLJ Entity and its Permitted Transferees and each Other Shareholder and the Company agree Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the "Applicable Holdback Period").

Appears in 2 contracts

Samples: Investors' Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Stockholders Agreement (Mueller Holdings (N.A.), Inc.)

Holdback Agreements. If any registration (a) Each Holder of Registrable Securities shall become effective in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distributiondistribution of the issue being registered or of a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including any a sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares (in each case, other than as part of such Public Offering) during the 14 days prior to to, and during such period as is required by a managing underwriter beginning on and continuing after the effective date of the applicable registration statement filed by the Company (except as part of such registration) or during in the case of an underwritten public offering, which period shall be 180 days after such the effective date equal to of the lesser registration statement in the case of (i) the Company’s Qualified IPO, or such other period of time as is required by the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”)underwriter.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hhgregg, Inc.), Registration Rights Agreement (HHG Distributing, LLC)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder FP and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”).

Appears in 2 contracts

Samples: Stockholders’ Agreement (Nptest Holding Corp), Stockholders’ Agreement (Nptest Holding Corp)

Holdback Agreements. If any registration of Registrable Securities shall become effective in connection with a With respect to each and every Underwritten Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock Issuer that is convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock and that would be a Registrable Security (in each case, other than as part of such Underwritten Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal that such managing underwriter and the Issuer shall agree (but not to the lesser of exceed 180 days or any such shorter period (ibut not less than 90 days) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”may suggest).

Appears in 2 contracts

Samples: Investors' Agreement (Doane Pet Care Co), Investors' Agreement (Doane Pet Care Enterprises Inc)

Holdback Agreements. If Upon the request of the underwriters of any registration of Registrable Securities shall become effective in connection with a Public Underwritten Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable SecuritiesStock, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock security convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Underwritten Offering) during the 14 days seven-day period prior to to, and during the 180-day period which begins on, the effective date of the applicable such registration statement (except as part of such registration) or during the period ), provided that this Section 5.3 shall not be applicable to any Shareholder until two Business Days after such effective date equal Shareholder has received written notice of the anticipated or actual beginning of the seven-day period referred to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”)above.

Appears in 2 contracts

Samples: Shareholders' Agreement (American Italian Pasta Co), Shareholders' Agreement (American Italian Pasta Co)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 2 contracts

Samples: Shareholders' Agreement (Amis Holdings Inc), Shareholders' Agreement (Amis Holdings Inc)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offeringan underwritten public offering, each Institutional Shareholder and each Other Shareholder and Holder agrees, provided that all other security holders of the Company agree whose securities are included in the Registration Statement similarly agree, not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale transfer, sale, assignment or distribution pledge of any other security securities of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares (in each case, other than as part of such Public Offering) beneficially owned by the Holder during the 14 thirty (30) days prior to to, and continuing for the 180 days following the effective date of the applicable registration statement such Registration Statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”).

Appears in 2 contracts

Samples: Subscription Agreement (Acorn Factor, Inc.), Subscription Agreement (Data Systems & Software Inc)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and DLJ Entity, each Other Shareholder Stockholder and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall of an underwritten Public Offering agree and (ii) 90 180 days (such lesser period, the "Applicable Holdback Period").

Appears in 2 contracts

Samples: Investors' Agreement (Insilco Holding Co), Investors' Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

Holdback Agreements. If any registration of Registrable Registerable Securities shall become effective be in connection with a an Underwritten Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree Investor agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Registerable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company Issuer or of any stock security convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Issuer (in each case, other than as part of such Underwritten Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) that such period of time as the Company managing underwriter and the lead managing underwriter Issuer shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”but not to exceed 180 days).

Appears in 1 contract

Samples: Investors Agreement (Nebco Evans Holding Co)

Holdback Agreements. If any registration (a) Restrictions on Public Sale by Holders of Registrable Securities shall become effective ------------------------------------------------------ Securities. To the extent not inconsistent with applicable law, the ---------- Purchasers agree that in connection with a Public Offeringregistered public offering of the Company's equity securities, each Institutional Shareholder and each Other Shareholder and the Company agree they will not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company Registrable Securities or of any stock securities convertible into or exchangeable or exercisable for any Ordinary Shares (in each casesuch Registrable Securities, other than as part of such Public Offering) including a sale pursuant to Rule 144 under the Securities Act, during the 14 10 days prior to to, and during the 90 days beginning on, the effective date of the applicable Company's registration statement (except as part of such registration) or during the period after such effective date equal ), if and to the lesser of (i) such period of time as extent reasonably requested by the Company and in writing in the lead managing underwriter shall agree and (ii) 90 days (such lesser period, case of a non-underwritten public offering or to the “Applicable Holdback Period”)extent reasonably requested by the Underwriter in writing in the case of an underwritten public offering.

Appears in 1 contract

Samples: Investment Agreement (Soros Fund Management LLC)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock securities convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter that shall agree apply to all Shareholders and (ii) 90 180 days (such lesser period, the "Applicable Holdback Period").

Appears in 1 contract

Samples: Investors' Agreement (Condor Systems Inc)

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Holdback Agreements. If (a) Upon the request of the underwriters of any registration of Registrable Securities shall become effective in connection with a Public Underwritten Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable SecuritiesStock, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock security convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Underwritten Offering) during the 14 days seven-day period prior to to, and during the 180-day period which begins on, the effective date of the applicable such registration statement (except as part of such registration) or during the period ), provided that this Section 5.3 shall not be applicable to any Shareholder until two Business Days after such effective date equal Shareholder has received written notice of the anticipated or actual beginning of the seven-day period referred to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”)above.

Appears in 1 contract

Samples: Shareholders' Agreement (American Italian Pasta Co)

Holdback Agreements. If any registration of Registrable Transfer Restricted Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company Holders agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Transfer Restricted Securities, and not to effect any such public sale or distribution of any other security securities of the Company or Parent or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares securities of the Company or Parent (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter, the Company and the lead managing underwriter shall agree Parent and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 1 contract

Samples: Registration Rights Agreement (Thermadyne MFG LLC)

Holdback Agreements. If any registration of Registrable Securities Stock shall become effective be in connection with a an Underwritten Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable SecuritiesStock, and not to effect any such public sale or distribution of any other security Common Stock of the Company Issuer or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Issuer (in each case, other than as part of such Underwritten Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) that such period of time as the Company managing underwriter and the lead managing underwriter Issuer shall agree and (ii) but not to exceed 90 days (such lesser period, the “Applicable Holdback Period”days).

Appears in 1 contract

Samples: Stockholders Agreement (Commvault Systems Inc)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder the DLJMB Entities and their Permitted Transferees and each Other Shareholder and the Company Stockholder each agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 1 contract

Samples: Investors' Agreement (Charles River Laboratories International Inc)

Holdback Agreements. If any registration (a) Each Holder of Registrable Securities shall become effective in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other the issue being registered or of a similar security of the Company Company, or of any stock securities convertible into or exchangeable or exercisable for any Ordinary Shares (in each casesuch securities, other than as part of such Public Offering) including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to to, and during such period as is required by a managing underwriter beginning on and continuing after the effective date of the applicable registration statement filed by the Company (except as part of such registration) or during in the case of an underwritten public offering, which period shall be 180 days after such the effective date equal to of the lesser registration statement in the case of (i) the Company’s Qualified IPO, or such other period of time as is required by the Company and the lead managing underwriter shall agree and (ii) 90 days (such lesser period, the “Applicable Holdback Period”)underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Hhgregg, Inc.)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder DLJ Entity and its Permitted Transferees and each Other Shareholder and the Company agree Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security Common Stock of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter and the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 1 contract

Samples: Investors' Agreement (Thermadyne Holdings Corp /De)

Holdback Agreements. If any registration of Registrable Transfer Restricted Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company Holders agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Transfer Restricted Securities, and not to effect any such public sale or distribution of any other security securities of the Company or Parent or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares securities of the Company or Parent (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable such registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as agreed between such managing underwriter, the Company and the lead managing underwriter shall agree Parent and (ii) 90 180 days (such lesser period, the "Applicable Holdback Period").

Appears in 1 contract

Samples: Registration Rights Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder Securityholder and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 or Rule 144A under the Securities Act, or any successor provisions, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree agree, which period of time shall be the holdback period applicable to all Securityholders, and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”).

Appears in 1 contract

Samples: Securityholders’ Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Holdback Agreements. If any registration of Registrable Securities shall become effective be in connection with a Public Offering, each Institutional Shareholder and each Other Shareholder and the Company agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 144, or Rule 144A any successor provision, under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other security of the Company or of any stock convertible into or exchangeable or exercisable for any Ordinary Shares Common Stock (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of the applicable registration statement (except as part of such registration) or during the period after such effective date equal to the lesser of (i) such period of time as the Company and the lead managing underwriter shall agree and (ii) 90 180 days (such lesser period, the “Applicable Holdback Period”"APPLICABLE HOLDBACK PERIOD").

Appears in 1 contract

Samples: Shareholders' Agreement (Amis Holdings Inc)

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