Holdback Period. (a) Each of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not to make any Transfer of Registrable Securities during any of the following periods: (i) except as contemplated by clause (ii) or clause (iii) below, unless the lead underwriter administering the offering otherwise agrees, the period commencing with the effective date of a registration statement for any underwritten public offering of the Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) and ending on the 90th day after such effectiveness, (ii) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, the period commencing upon Issuer’s notice of commencement of distribution in connection with such offering and ending on the 90th day after such notice, and (iii) in the case of a registration statement on Form S-4 (or any successor form) in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third party; provided, that any applicable period shall terminate on such earlier date as Issuer gives notice to the Donees that Issuer declines to proceed with any such offering; and provided further that, with respect to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, without further action on the part of any of the parties hereto, to “the 180tll day” and with respect to the second offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, subject to any limitations that are imposed by the lead underwriter on the Issuer on such Strategic Partner, without further action on the part of any of the parties hereto, to “the 135th day.” Notwithstanding the foregoing, in the event that the lead underwriter administering an offering described in clauses (i) or (ii) above permits Issuer or any Strategic Partner to make transfers (other than as part of such offering) prior to the end of the contractual holdback period applicable to such Person, then at such time as Issuer or such Strategic Partner is permitted to make transfers, the Donees shall also be permitted to make Transfers of the Registrable Securities, subject to any limitations that are imposed by the lead underwriter on the Issuer or such Strategic Partner. (b) Issuer agrees not to make any Transfer of any Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) during the period commencing with the date of any notice of a proposed Public Transfer and terminating on the 90th day after the effectiveness of the registration statement for such Public Transfer pursuant to the Securities Act or, in the case of a Shelf Registration Statement, the commencement of distribution in connection with such Public Transfer, or, in either case, on such earlier date as the Donees give notice to Issuer that they decline to proceed with such Public Transfer, except (i) for the issuance of shares of Class H Common Stock upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for the Class H Common Stock pursuant to the terms of such options, warrants or other securities (which, in the case of any conversion, exercise or exchange which is at Issuer’s option, Issuer shall not call for conversion, exercise or exchange during such period (it being understood that nothing herein shall limit the right of Issuer to call for redemption any security convertible, exercisable or exchangeable for Class H Common Stock or to issue shares of Class H Common Stock to the extent a holder of any such security elects to convert, exercise or exchange such security in lieu of accepting any redemption payments», (ii) pursuant to the terms of any other agreement to issue shares of Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) in effect on the date of the notice of a proposed Transfer, including any such agreement in connection with any previously disclosed acquisition, merger, consolidation or other business combination, and (iii) in connection with Transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course, unless the underwriter or underwriters administering the offering in connection with such Public Transfer otherwise agree. Notwithstanding the foregoing, the provisions of this Section 5(b) shall be subject to the provisions of Section 3(f), and if Issuer exercises its rights of postponement pursuant to Section 3(f) with respect to any proposed Public Transfer, the provisions of this Section 5(b) shall not apply unless and until such time as Issuer notifies the Donees of the termination of such postponement and the Donees notify Issuer of their intention to continue with such proposed Public Transfer.
Appears in 1 contract
Holdback Period. (a) Each Securities Act of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not 1933 that contemplates an offering to make any Transfer of Registrable Securities during any of the following periods:
(i) except as contemplated by clause (ii) be made on a continuous or clause (iii) below, unless the lead underwriter administering the offering otherwise agreesdelayed basis pursuant to Rule 415 thereunder, the period commencing with on, and continuing for not more than 60 days (or such shorter period as the effective date managing or lead underwriter(s) selected by the Company may permit) after the Company's notice of a registration statement for any underwritten public offering of the Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) and ending on the 90th day after such effectiveness,
(ii) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, the period commencing upon Issuer’s notice of commencement of distribution in connection with such offering and ending on the 90th day after such notice, and
(iii) in the case of a registration statement on Form S-4 (or any successor form) in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third partyoffering; provided, however, that (i) any applicable period shall terminate on such earlier date as Issuer the Company gives notice to the Donees Holder that Issuer the Company declines to proceed with any such offering; offering and provided further that, with respect to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above the sum of all holdback periods shall be automatically increased, without further action on the part of not exceed 120 days in any of the parties hereto, to “the 180tll day” and with respect to the second offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, subject to any limitations that are imposed by the lead underwriter on the Issuer on such Strategic Partner, without further action on the part of any of the parties hereto, to “the 135th day.” Notwithstanding the foregoing, in the event that the lead underwriter administering an offering described in clauses (i) or (ii) above permits Issuer or any Strategic Partner to make transfers (other than as part of such offering) prior to the end of the contractual holdback period applicable to such Person, then at such time as Issuer or such Strategic Partner is permitted to make transfers, the Donees shall also be permitted to make Transfers of the Registrable Securities, subject to any limitations that are imposed by the lead underwriter on the Issuer or such Strategic Partnergiven 12-month period.
(b) Issuer agrees In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 3.1 or Section 3.2, the Company will not to make effect any Transfer public sale or distribution of any Class H Common Stock VEBA Notes (or any similar debt securities of the Company) (or securities convertible into or exchangeable or exercisable for VEBA Notes (or similar debt securities of the Class H Common StockCompany)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such underwritten offering), during the period commencing with on, and continuing for not more than 60 days (or such shorter period as the date of any notice of a proposed Public Transfer and terminating on managing or lead underwriter(s) selected by the 90th day Company may permit) after the effectiveness effective date of the registration statement for such Public Transfer pursuant to of the Company under the Securities Act of 1933 pursuant to which such underwritten offering shall be made or, in the case of a Shelf Registration Statementregistration statement of the Company under the Securities Act of 1933 that contemplates an offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the commencement period commencing on, and continuing for not more than 60 days (or such shorter period as the managing or lead underwriter~s) selected by the Company may permit) after the Company's notice of a distribution in connection with such Public Transferoffering, or, in either case, on such earlier date as the Donees give Holder gives notice to Issuer the Company that they decline it declines to proceed with any such Public Transferoffering, except (i) for the issuance of shares VEBA Notes (or similar debt securities of Class H Common Stock the Company) upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for VEBA Notes (or similar debt securities of the Class H Common Stock Company) pursuant to the terms of such options, warrants or other securities (whichsecurities, in the case of any conversion, exercise or exchange which is at Issuer’s option, Issuer shall not call for conversion, exercise or exchange during such period (it being understood that nothing herein shall limit the right of Issuer to call for redemption any security convertible, exercisable or exchangeable for Class H Common Stock or to issue shares of Class H Common Stock to the extent a holder of any such security elects to convert, exercise or exchange such security in lieu of accepting any redemption payments», and (ii) pursuant to the terms of any other agreement to issue shares VEBA Notes (or similar debt securities of Class H Common Stock the Company) (or any securities convertible into or exchangeable or exercisable for VEBA Notes (or similar debt securities of the Class H Common StockCompany)) in effect on the date of the notice of a proposed Transfer, including any such agreement in connection with any previously disclosed acquisition, merger, consolidation or other business combination, and (iii) in connection with Transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course, unless the underwriter or underwriters administering the offering in connection with such Public Transfer otherwise agree. Notwithstanding the foregoing, the provisions of this Section 5(b) 3.5 shall be subject to the provisions of Section 3(f)3.4, and if Issuer the Company exercises its rights of postponement pursuant to Section 3(f) 3.4 with respect to any proposed Public Transferunderwritten public offering, the provisions of this Section 5(b) 3.5 shall not apply unless and until such time as Issuer the Company notifies the Donees Holder of the termination of such postponement and the Donees notify Issuer Holder notifies the Company of their its intention to continue with such proposed Public Transferoffering.
Appears in 1 contract
Samples: Settlement Agreement
Holdback Period. (a) Each of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not to make any Transfer of Registrable Securities during any of the following periods:
(i) except as contemplated by clause (ii) or clause (iii) below, unless the lead underwriter administering the offering otherwise The Holder agrees, the period commencing in connection with the effective date of a registration statement for any underwritten public offering in which the Holder has elected to include Registrable Securities, or which underwritten public offering of debt securities substantially similar to the VEBA Notes is being effected by the Company for its own account, not to effect any public sale or distribution of any VEBA Notes (or similar debt securities of the Class H Common Stock Company) (or any securities convertible into or exchangeable or exercisable for VEBA Notes (or similar debt securities of the Class H Common StockCompany)) and ending on the 90th day after for its own account (except as part of such effectiveness,
(iiunderwritten public offering) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, during the period commencing upon Issuer’s notice on, and continuing for not more than 60 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the effective date of commencement the registration statement of distribution in connection with the Company under the Securities Act of 1933 pursuant to which such underwritten offering and ending on the 90th day after such noticeshall be made or, and
(iii) in the case of a registration statement of the Company under the Securities Act of 1933 that contemplates an offering to be made on Form S-4 a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 60 days (or any successor formsuch shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third partyoffering; provided, however, that (i) any applicable period shall terminate on such earlier date as Issuer the Company gives notice to the Donees Holder that Issuer the Company declines to proceed with any such offering; offering and provided further that, with respect to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above the sum of all holdback periods shall be automatically increased, without further action on the part of not exceed 120 days in any of the parties hereto, to “the 180tll day” and with respect to the second offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, subject to any limitations that are imposed by the lead underwriter on the Issuer on such Strategic Partner, without further action on the part of any of the parties hereto, to “the 135th day.” Notwithstanding the foregoing, in the event that the lead underwriter administering an offering described in clauses (i) or (ii) above permits Issuer or any Strategic Partner to make transfers (other than as part of such offering) prior to the end of the contractual holdback period applicable to such Person, then at such time as Issuer or such Strategic Partner is permitted to make transfers, the Donees shall also be permitted to make Transfers of the Registrable Securities, subject to any limitations that are imposed by the lead underwriter on the Issuer or such Strategic Partnergiven 12-month period.
(b) Issuer agrees In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 3.1 or Section 3.2, the Company will not to make effect any Transfer public sale or distribution of any Class H Common Stock VEBA Notes (or any similar debt securities of the Company) (or securities convertible into or exchangeable or exercisable for VEBA Notes (or similar debt securities of the Class H Common StockCompany)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such underwritten offering), during the period commencing with on, and continuing for not more than 60 days (or such shorter period as the date of any notice of a proposed Public Transfer and terminating on managing or lead underwriter(s) selected by the 90th day Company may permit) after the effectiveness effective date of the registration statement for such Public Transfer pursuant to of the Company under the Securities Act of 1933 pursuant to which such underwritten offering shall be made or, in the case of a Shelf Registration Statementregistration statement of the Company under the Securities Act of 1933 that contemplates an offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the commencement period commencing on, and continuing for not more than 60 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with such Public Transferoffering, or, in either case, on such earlier date as the Donees give Holder gives notice to Issuer the Company that they decline it declines to proceed with any such Public Transferoffering, except (i) for the issuance of shares VEBA Notes (or similar debt securities of Class H Common Stock the Company) upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for VEBA Notes (or similar debt securities of the Class H Common Stock Company) pursuant to the terms of such options, warrants or other securities (whichsecurities, in the case of any conversion, exercise or exchange which is at Issuer’s option, Issuer shall not call for conversion, exercise or exchange during such period (it being understood that nothing herein shall limit the right of Issuer to call for redemption any security convertible, exercisable or exchangeable for Class H Common Stock or to issue shares of Class H Common Stock to the extent a holder of any such security elects to convert, exercise or exchange such security in lieu of accepting any redemption payments», and (ii) pursuant to the terms of any other agreement to issue shares VEBA Notes (or similar debt securities of Class H Common Stock the Company) (or any securities convertible into or exchangeable or exercisable for VEBA Notes (or similar debt securities of the Class H Common StockCompany)) in effect on the date of the notice of a proposed Transfer, including any such agreement in connection with any previously disclosed acquisition, merger, consolidation or other business combination, and (iii) in connection with Transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course, unless the underwriter or underwriters administering the offering in connection with such Public Transfer otherwise agree. Notwithstanding the foregoing, the provisions of this Section 5(b) 3.5 shall be subject to the provisions of Section 3(f)3.4, and if Issuer the Company exercises its rights of postponement pursuant to Section 3(f) 3.4 with respect to any proposed Public Transferunderwritten public offering, the provisions of this Section 5(b) 3.5 shall not apply unless and until such time as Issuer the Company notifies the Donees Holder of the termination of such postponement and the Donees notify Issuer Holder notifies the Company of their its intention to continue with such proposed Public Transferoffering.
Appears in 1 contract
Holdback Period. (a) Each of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not to make any Transfer of Registrable Securities during any of the following periods:
(i) except as contemplated by clause (ii) or clause (iii) below, unless the lead underwriter administering the offering otherwise agrees, the period commencing with the effective date of a registration statement for any underwritten public offering of the Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) and ending on the 90th day after such effectiveness,
(ii) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, the period commencing upon Issuer’s 's notice of commencement of distribution in connection with such offering and ending on the 90th day after such notice, and
(iii) in the case of a registration statement on Form S-4 (or any successor form) in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third party; provided, that any applicable period shall terminate on such earlier date as Issuer gives notice to the Donees that Issuer declines to proceed with any such offering; and provided further that, with respect to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx Hughes from General Motors, the reference to “"the 90th day” " in each of clauses xx xxxuses (i), (ii) and (iii) above shall be automatically increased, without further action on the part of any of the parties hereto, to “"the 180tll 180th day” " and with respect to the second offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx Hughes from General Motors, the reference to “"the 90th day” " in each of clauses xx xxxuses (i), (ii) and (iii) above shall be automatically increased, . subject to any limitations that are imposed by the lead underwriter on the Issuer on such Strategic Partner, without further action on the part of any of the parties hereto, to “"the 135th day.” " Notwithstanding the foregoing, in the event that the lead underwriter administering an offering described in clauses (i) or (ii) above permits Issuer or any Strategic Partner to make transfers (other than as part of such offering) prior to the end of the contractual holdback period applicable to such Person, then at such time as Issuer or such Strategic Partner is permitted to make transfers, the Donees shall also be permitted to make Transfers of the Registrable Securities, subject to any limitations that are imposed by the lead underwriter on the Issuer or such Strategic Partner.
(b) Issuer agrees not to make any Transfer of any Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) during the period commencing with the date of any notice of a proposed Public Transfer and terminating on the 90th day after the effectiveness of the registration statement for such Public Transfer pursuant to the Securities Act or, in the case of a Shelf Registration Statement, the commencement of distribution in connection with such Public Transfer, or, in either case, on such earlier date as the Donees give notice to Issuer that they decline to proceed with such Public Transfer, except (i) for the issuance of shares of Class H Common Stock upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for the Class H Common Stock pursuant to the terms of such options, warrants or other securities (which, in the case of any conversion, exercise or exchange which is at Issuer’s 's option, Issuer shall not call for conversion, exercise or exchange during such period (it being understood that nothing herein shall limit the right of Issuer to call for redemption any security convertible, exercisable or exchangeable for Class H Common Stock or to issue shares of Class H Common Stock to the extent a holder of any such security elects to convert, exercise or exchange such security in lieu of accepting any redemption payments»)), (ii) pursuant to the terms of any other agreement to issue shares of Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) in effect on the date of the notice of a proposed Transfer, including any such agreement in connection with any previously disclosed acquisition, merger, consolidation or other business combination, and (iii) in connection with Transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course, unless the underwriter or underwriters administering the offering in connection with such Public Transfer otherwise agree. Notwithstanding the foregoing, the provisions of this Section 5(b) shall be subject to the provisions of Section 3(f), and if Issuer exercises its rights of postponement pursuant to Section 3(f) with respect to any proposed Public Transfer, the provisions of this Section 5(b) shall not apply unless and until such time as Issuer notifies the Donees of the termination of such postponement and the Donees notify Issuer of their intention to continue with such proposed Public Transfer.
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
Holdback Period. (a) Each of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not to make any Transfer of Registrable Securities during any of the following periodsperiods unless the underwriter or underwriters administering the offering otherwise agree:
(i) except as contemplated by clause (ii) or clause (iii) below, unless the lead underwriter administering the offering otherwise agrees, the period commencing with the effective date of a registration statement for any underwritten public offering of the Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) and ending on the 90th day after such effectiveness,;
(ii) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, the period commencing upon Issuer’s 's notice of commencement of distribution in connection with such offering and ending on the 90th day after such notice, ; and
(iii) in the case of a registration statement on Form S-4 (or any successor form) in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to consummation of such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third party; provided, that any applicable period shall terminate on such earlier date as Issuer gives notice to the Donees that Issuer declines to proceed with any such offering; and provided further that, with respect that this Section 5(a) shall apply to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, without further action on the part effectiveness of any registration statement, commencement of the parties heretodistribution or consummation of transaction that has occurred on or after January 1, to “the 180tll day” and with respect to the second offering by Issuer for its own account which is commenced at 2000, including any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above such events that shall be automatically increased, subject to any limitations that are imposed by the lead underwriter on the Issuer on such Strategic Partner, without further action on the part of any of the parties hereto, to “the 135th day.” Notwithstanding the foregoing, in the event that the lead underwriter administering an offering described in clauses (i) or (ii) above permits Issuer or any Strategic Partner to make transfers (other than as part of such offering) have occurred prior to the end date of the contractual holdback period applicable to such Person, then at such time as Issuer or such Strategic Partner is permitted to make transfers, the Donees shall also be permitted to make Transfers of the Registrable Securities, subject to any limitations that are imposed by the lead underwriter on the Issuer or such Strategic Partnerthis Agreement.
(b) Issuer agrees not to make any Transfer of any Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) during the period commencing with the date of any notice of a proposed Public Transfer and terminating on the 90th day after the effectiveness of the registration statement for such Public Transfer pursuant to the Securities Act or, in the case of a Shelf Registration Statement, the commencement of distribution in connection with such Public Transfer, or, in either case, on such earlier date as the Donees give notice to Issuer that they decline to proceed with such Public Transfer, except (i) for the issuance of shares of Class H Common Stock upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for the Class H Common Stock pursuant to the terms of such options, warrants or other securities (which, in the case of any conversion, exercise or exchange which is at Issuer’s 's option, Issuer shall not call for conversion, exercise or exchange during such period (it being understood that nothing herein shall limit the right of Issuer to call for redemption any security convertible, exercisable or exchangeable for Class H Common Stock or to issue shares of Class H Common Stock to the extent a holder of any such security elects to convert, exercise or exchange such security in lieu of accepting any redemption payments»)), (ii) pursuant to the terms of any other agreement to issue shares of Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) in effect on the date of the notice of a proposed Transfer, including any such agreement in connection with any previously disclosed acquisition, merger, consolidation or other business combination, and (iii) in connection with Transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course, unless the underwriter or underwriters administering the offering in connection with such Public Transfer otherwise agree. Notwithstanding the foregoing, the provisions of this Section 5(b) shall be subject to the provisions of Section 3(f), and if Issuer exercises its rights of postponement pursuant to Section 3(f) with respect to any proposed Public Transfer, the provisions of this Section 5(b) shall not apply unless and until such time as Issuer notifies the Donees of the termination of such postponement and the Donees notify Issuer of their intention to continue with such proposed Public Transfer.
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
