Holdback Arrangements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, the Holder agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during and not exceeding 180 days after the effective date of a Registration Statement relating to an underwritten Registration of Registrable Securities, as may be reasonably requested by the managing underwriter or underwriters, except as part of such Registration Statement.
(b) Restrictions on Public Sale by the Company. The Company agrees (x) not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities (other than any such sale or distribution of such securities in connection with any merger or consolidation involving the Company or a subsidiary thereof or the acquisition by the Company or a subsidiary thereof of the capital equity or substantially all of the assets of any other Person or with respect to any employee benefit or stock plan), during the fourteen (14) days prior to, and during such period not exceeding 180 days after the effective date of any Registration Statement except as part of such Registration Statement; and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period described in (x) above, in each case including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provision of this Section 6(b) shall not prevent the conversion or exchange of any securities pursuant to their terms as in effect prior to the commencement of such period into or for other securities.
Holdback Arrangements. (a) The Holdback Amount shall be available to indemnify, compensate and reimburse the Parent Indemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article 10, which will occur through permanently withholding the applicable portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) in accordance with the terms of this Section 10.8. Each Claim that is to be satisfied through the permanent withholding of any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) pursuant to this Article 10, shall be satisfied by forfeiture on behalf of the Company Members of the Holdback Shares and Holdback Cash with a value equal to the applicable Damages (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount).
(b) As soon as reasonably practicable (but in any event within five (5) Business Days) following the Expiration Date, Parent shall, subject to Section 10.8(c) and Section 10.9, deliver to the Company Members the portion of the Holdback Amount, if any, that has not previously been permanently withheld by Parent less the portion of the Holdback Amount having a value equal to the amount that may reasonably be necessary to satisfy all unresolved, unsatisfied or disputed Claims for Damages specified in any Notice of Claim delivered to the Representative before the Expiration Date. If any Claim is unresolved, unsatisfied or disputed as of the Expiration Date, then Parent shall retain possession and custody of the portion of the Holdback Amount with a value that equals the total maximum amount of Damages that may reasonably be necessary to satisfy all such unresolved, unsatisfied or disputed Claims, and as each such Claim is resolved, Parent shall, subject to Section 10.9, deliver to the Company Members the remaining Holdback Amount that is not required to satisfy such Claim and any remaining Claims.
(c) Each delivery of any portion of the Holdback Amount to Company Members pursuant to Section 10.8(b) shall be made by Parent in proportion to the Company Members’ respective Pro Rata Shares of the Holdback Amount being delivered, with the Holdback C...
Holdback Arrangements. 3.1. Restrictions on Sale by Holders of Registrable Securities.
3.2. Restrictions on Sale by the Company and Others.
Holdback Arrangements. The Company shall have the right to require that the Stockholder shall not effect any public sale or distribution (including sales pursuant to the Shelf Registration Statement or pursuant to Rule 144) of Common Stock during the ten business days prior to, and the 20-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock for cash by the Company (or such an offering by the Company and stockholders of the Company), if the managing underwriter(s) for the public offering so request. The Company shall be entitled to exercise its rights under this Section not more than twice during any calendar year.
Holdback Arrangements. SECTION 3.01. Restrictions on Sale by Holders of Registrable Securities 11 SECTION 3.02. Restrictions on Sale by the Company and Others 11 SECTION 4.01. Obligations of the Company 11 SECTION 4.02. Seller Information 16 SECTION 4.03. Notice to Discontinue 17 SECTION 5.01. Indemnification by the Company 17 SECTION 5.02. Indemnification by Holders 18 SECTION 5.03. Conduct of Indemnification Proceedings 18 SECTION 5.04. Contribution 19
Holdback Arrangements. (1) Restrictions on Public Sale by Holders of Registrable Securities. ---------------------------------------------------------------- To the extent not inconsistent with applicable law, each holder whose Registrable Securities are included in an underwritten registration statement agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 30-day period beginning on, the effective date of such registration statement, if and to the extent requested by the managing underwriter or underwriters of such underwritten public offering, other than pursuant to such underwritten public offering.
Holdback Arrangements. The Company and each Holder of Restricted Securities agrees, if requested in writing by the sole or lead managing underwriter in connection with an Excluded Offering, each Holder shall enter into a lock-up agreement, reasonably satisfactory to the Required Holders (each a "LOCK-UP AGREEMENT"), for such period of time reasonably requested by the sole or lead managing underwriter not to exceed one hundred and eighty (180) days, beginning on the effective date of the Registration Statement for such Excluded Offering (except as part of such underwritten offering or pursuant to registrations on Forms S-4, S-8 or S-3 (to the extent such form relates solely to a stock puxxxxxx xr dividend reinvestment plan)). Notwithstanding the foregoing, the Holders of Restricted Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at least 1% of the Company's voting securities and/or securities of the Company convertible into, or exercisable or exchangeable for, voting securities of the Company enter into identical agreements, with the agreement of the Holders (including the proviso set forth in the immediately preceding sentence) being on no more onerous terms than any other agreements entered into by any other Person (the "OTHER LOCK-UP AGREEMENTS"), and (B) the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits of any release or modification of any Other Lock-Up Agreement for any other Person and (ii) the Lock-Up Agreement shall automatically terminate upon any release or termination of any Other Lock-Up Agreement of any other Person.
Holdback Arrangements. (a) HOLDBACK. By virtue of this Agreement and as sole security for the indemnity obligations provided for in SECTION 7.2 hereof (except for Non Exclusive Losses, as defined in SECTION 7.3(c)), at the Effective Time, without any act by any Indemnifying Party, Parent will retain the Holdback Amount from the Total Deferred Consideration, such retention of the Holdback Amount to constitute a Holdback, plus any interest earned thereon in accordance with SECTION 1.6(g)(iii) hereof (the "HOLDBACK") to be governed by the terms set forth herein. The Holdback shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Holdback shall consist of (i) with respect to each Stockholder, Seven and One-Half Percent (7.5%) of the amount of cash payable to such Stockholder in the Merger pursuant to
Holdback Arrangements. In connection with a requested underwritten offering, the Holders shall agree to customary holdback arrangements as may be reasonably requested by the underwriters of such offering.
Holdback Arrangements. The Company shall have the right to require that the Stockholders shall not effect any public sale or distribution (including sales pursuant to any Shelf Registration Statement or pursuant to Rule 144) of Common Stock during the ten business days prior to, and the 45-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock for cash by the Company (or such an offering by the Company and stockholders of the Company), if the managing underwriter(s) for the public offering so request; provided, however, no stockholder shall be obligated pursuant to this Section 4 with respect to any underwritten offering unless (a) the Stockholders were provided an opportunity to include their Registrable Securities in such offering, by written notice delivered not less than 30 days prior to the filing of the Registration Statement with respect thereto, and (b) either (i) all of the Registrable securities so requested to be included in such Registration Statement have been included or (ii) the only securities sold in such offering were sold by the Company, and no other stockholder of the Company were permitted to include their securities in such Registration Statement. The Company shall be entitled to exercise its rights under this Section not more than once during any 12 month period.
