Common use of Holdback Arrangements Clause in Contracts

Holdback Arrangements. Each Shareholder agrees not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 4.06, collectively, the "Lock-Up Agreement"), during the time period reasonably requested by the sole or lead managing Underwriter not to exceed 90 days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies (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 purcxxxx xx dividend reinvestment plan)) without the prior written consent of the sole or lead managing Underwriter (the "Public Offering Lock-Up Period"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, the Shareholders shall not be obligated to enter into the Lock-Up Agreement unless (A) all executive officers and directors of the Company and all Persons holding at least 10% of the Company's voting securities enter into identical agreements, with the agreement of the Shareholders (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, and (B) the Lock-Up Agreement is explicitly conditioned on the Shareholder receiving the benefits of any release or modification of such agreement for any other Person subject to such an agreement or similar agreement.

Holdback Arrangements. Each Shareholder agrees not to (a) Restrictions on Public Sale by Purchaser. (i) sellPurchaser agrees, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose ---------------------------------------- if the applicable offering is a primary Underwritten Offering of or agree to dispose of, directly or indirectly, any Common Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any for cash for the account of the economic consequences Company as to which Purchaser is eligible to participate pursuant to Section 2(b), the requirements of ownership the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to effect any public sale or distribution of Shares, or warrants or other rights Registrable Securities (including any sales pursuant to purchase Shares, whether any such transaction is Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (iSection 2(b) and continuing until ninety (ii90) days after the effective date of this Section 4.06, collectively, ----------- the "Lock-Up Agreement"), during the time Registration Statement or any shorter period reasonably requested by which the sole or lead managing Underwriter not to exceed 90 days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies shall request (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 purcxxxx xx dividend reinvestment plan)) without the prior written consent permitted for sales of the sole or lead managing Underwriter (the "Public Offering Lock-Up Period"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating Purchaser's Registrable Securities pursuant to the Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occursRegistration Statement). Notwithstanding the foregoing, the Shareholders Purchaser shall not be obligated to enter into agree to the Lock-Up Agreement unless restrictions set forth in this Section 3(a)(i) (A) all executive officers unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and directors relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company and all Persons or a Company subsidiary or a newly formed holding at least 10% company (based upon the closing price of the Company's voting securities enter into identical agreements, with Common Shares in the agreement principal trading market therefor as of the Shareholders (including close of trading on the proviso set forth in the trading date immediately preceding sentencethe date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) being on no more onerous terms than any other agreements entered into by any other Personday after giving the Company Notice, and (B) unless at least one hundred eighty (180) days have elapsed since the Lock-Up Agreement is explicitly conditioned on expiration or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the Shareholder receiving ----------- restrictions of this Section 3(a)(i) apply (except in the benefits case of any release or modification of the initial -------------- such agreement for any other Person subject to such an agreement or similar agreementCompany registration).

Holdback Arrangements. Each Shareholder agrees not to (a) Restrictions on Public Sale by Purchaser. (i) sellPurchaser agrees, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose if the applicable offering is a primary Underwritten Offering of or agree to dispose of, directly or indirectly, any Common Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any for cash for the account of the economic consequences of ownership of Shares, or warrants or other rights Company as to purchase Shares, whether any such transaction which Purchaser is eligible to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this participate pursuant to Section 4.06, collectively2(b), the "Lock-Up Agreement")requirements of the immediately following sentence are satisfied, during the time period reasonably requested by and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to exceed 90 days, beginning effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of the Registration Statement for or any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to shorter period which Section 4.03 applies (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 purcxxxx xx dividend reinvestment plan)) without the prior written consent of the sole or lead managing Underwriter shall request (the "Public Offering Lock-Up Period"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating except to the Company occurs, or (ii) prior extent permitted for sales of Purchaser's Registrable Securities pursuant to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occursRegistration Statement). Notwithstanding the foregoing, the Shareholders Purchaser shall not be obligated to enter into agree to the Lock-Up Agreement unless restrictions set forth in this Section 3(a)(i) (A) all executive officers unless the registration statement for the offering by the Company is filed with the SEC within twenty (20) days after giving the Company Notice and directors relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company and all Persons or a Company subsidiary or a newly formed holding at least 10% company (based upon the closing price of the Company's voting securities enter into identical agreements, with Common Shares in the agreement principal trading market therefor as of the Shareholders (including close of trading on the proviso set forth in the trading date immediately preceding sentencethe date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) being on no more onerous terms than any other agreements entered into by any other Personday after giving the Company Notice, and (B) unless at least one hundred eighty (180) days have elapsed since the Lock-Up Agreement is explicitly conditioned on expiration or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the Shareholder receiving restrictions of this Section 3(a)(i) apply (except in the benefits case of any release or modification of the initial such agreement for any other Person subject to such an agreement or similar agreementCompany registration).

Holdback Arrangements. Each Shareholder agrees The Company and each Holder of Transfer Restricted Securities agrees, if requested in writing by the sole or lead managing underwriter in connection with a Qualified IPO, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Shares Transfer Restricted Securities or warrants or other rights to purchase Transfer Restricted Securities or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of SharesTransfer Restricted Securities, or warrants or other rights to purchase SharesTransfer Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 4.065, collectively, the "LockLOCK-Up AgreementUP AGREEMENT"), during the time period reasonably requested by the sole or lead managing Underwriter underwriter not to exceed 90 one hundred and eighty (180) days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies such Qualified IPO (except as part of such Underwritten Offering underwritten offering or pursuant to registrations on Forms S-4X-0, S-8 X-0 or S-3 (to the extent such form relates solely to a stock purcxxxx xx purchase or dividend reinvestment plan)) without the prior written consent of the sole or lead managing Underwriter underwriter (the "Public Offering LockPUBLIC OFFERING LOCK-Up PeriodUP PERIOD"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release (and does release) earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, the Shareholders Holders of Transfer Restricted Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all executive officers and directors of the Company and all Persons holding at least 102% 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 Shareholders 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 PersonPerson (the "OTHER LOCK-UP AGREEMENTS"), and (B) the Lock-Up Agreement is explicitly conditioned on the Shareholder Holder receiving the benefits of any release or modification of such agreement any Other Lock-Up Agreement for any other Person subject to such an agreement and (ii) the Lock-Up Agreement shall automatically terminate upon any release or similar agreementtermination of any Other Lock-Up Agreement of any other Person.

Holdback Arrangements. Each Shareholder agrees The Company and each Holder of Transfer Restricted Securities agrees, if requested in writing by the sole or lead managing underwriter in connection with a Qualified IPO, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Shares Transfer Restricted Securities or warrants or other rights to purchase Transfer Restricted Securities or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of SharesTransfer Restricted Securities, or warrants or other rights to purchase SharesTransfer Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 4.065, collectively, the "LockLOCK-Up AgreementUP AGREEMENT"), during the time period reasonably requested by the sole or lead managing Underwriter underwriter not to exceed 90 one hundred and eighty (180) days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies such Qualified IPO (except as part of such Underwritten Offering 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 purcxxxx purxxxxx xx dividend reinvestment plan)) without the prior written consent of the sole or lead managing Underwriter underwriter (the "Public Offering LockPUBLIC OFFERING LOCK-Up PeriodUP PERIOD"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release (and does release) earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, the Shareholders Holders of Transfer Restricted Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all executive officers and directors of the Company and all Persons holding at least 102% 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 Shareholders 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 PersonPerson (the "OTHER LOCK-UP AGREEMENTS"), and (B) the Lock-Up Agreement is explicitly conditioned on the Shareholder Holder receiving the benefits of any release or modification of such agreement any Other Lock-Up Agreement for any other Person subject to such an agreement and (ii) the Lock-Up Agreement shall automatically terminate upon any release or similar agreementtermination of any Other Lock-Up Agreement of any other Person.