Common use of Holdback Period Clause in Contracts

Holdback Period. The Company agrees (i) not to effect any public sale or distribution of its common equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period (180 days in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form), unless the underwriters managing the registered public offering otherwise agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basis. Notwithstanding the foregoing, this Section 4(c) shall cease to apply to any Founder once such Founder no longer holds Registrable Securities.

Holdback Period. The Company agrees (i) not to effect any public sale or distribution of its common equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period (180 days in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form), unless the underwriters managing the registered public offering otherwise agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders Founders, Platinum Ivy and SPFM shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basis. Notwithstanding the foregoing, this Section 4(c) shall cease to apply to any Founder Founder, Platinum Ivy and SPFM once such Founder Founder, Platinum Ivy or SPFM (as applicable) no longer holds Registrable Securities.” e. Section 13(b) is hereby deleted in its entirety and replaced with the following:

Holdback Period. (a) The Holder agrees, in connection with any underwritten public offering in which the Holder has elected to include Registrable Instruments, or which underwritten public offering is being effected by the Company agrees (i) for its own account, not to effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (except as part of such underwritten public offering) during the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the registration statement pursuant to which such underwritten offering shall be made or, in the case of a shelf registration statement, the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the Company’s notice of a distribution in connection with such offering; provided, however, that (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holder that the Company declines to proceed with any such offering and (ii) the sum of all holdback periods shall not exceed 120 days in any given 12-month period. (b) In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 5.01 or Section 5.02, the Company will not effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) for its common equity own account (other than (x) a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (y) pursuant to such underwritten offering), during the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the registration statement pursuant to which such underwritten offering shall be made or, in the case of a Shelf Registration Statement, the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the Company’s notice of a distribution in connection with such offering, or, in either case, on such earlier date as the Holder gives notice to the Company that it declines to proceed with any such offering, except (i) for the issuance of shares of 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 Common Stock pursuant to the terms of such options, warrants or other securities, (ii) pursuant to the terms of any other agreement to issue shares of Common Stock (or any securities convertible into or exchangeable or exercisable for the Common Stock) in effect on the date of the notice of a proposed Transfer, including any such securitiesagreement in connection with any previously disclosed acquisition, during the seven days prior merger, consolidation or other business combination and (iii) in connection with Transfers to and during the 90-day period (180 days dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form)ordinary course, unless the underwriters managing the registered public offering otherwise underwriter(s) agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basisotherwise. Notwithstanding the foregoing, the provisions of this Section 4(c) 5.05 shall cease be subject to apply the provisions of Section 5.04, and if the Company exercises its rights of postponement pursuant to Section 5.04 with respect to any Founder once proposed underwritten public offering, the provisions of this Section 5.05 shall not apply unless and until such Founder no longer holds Registrable Securitiestime as the Company notifies the Holder of the termination of such postponement and the Holder notifies the Company of its intention to continue with such proposed offering.

Holdback Period. (a) The Holder agrees, in connection with any underwritten public offering in which the Holder has elected to include Registrable Securities, or which underwritten public offering is being effected by the Company agrees (i) for its own account, not to effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (except as part of such underwritten public offering) during the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the registration statement pursuant to which such underwritten offering shall be made or, in the case of a shelf registration statement, the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the Company’s notice of a distribution in connection with such offering; provided, however, that (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holder that the Company declines to proceed with any such offering and (ii) the sum of all holdback periods shall not exceed 120 days in any given 12-month period. (b) In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 5.1 or Section 5.2, the Company will not effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) for its common equity own account (other than (x) a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (y) pursuant to such underwritten offering), during the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the registration statement pursuant to which such underwritten offering shall be made or, in the case of a Shelf Registration Statement, the period commencing on, and continuing for not more than 60 days (or such shorter period as the managing underwriter(s) may permit) after the Company’s notice of a distribution in connection with such offering, or, in either case, on such earlier date as the Holder gives notice to the Company that it declines to proceed with any such offering, except (i) for the issuance of shares of 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 Common Stock pursuant to the terms of such options, warrants or other securities, (ii) pursuant to the terms of any other agreement to issue shares of Common Stock (or any securities convertible into or exchangeable or exercisable for the Common Stock) in effect on the date of the notice of a proposed Transfer, including any such securitiesagreement in connection with any previously disclosed acquisition, during the seven days prior merger, consolidation or other business combination and (iii) in connection with Transfers to and during the 90-day period (180 days dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form)ordinary course, unless the underwriters managing the registered public offering otherwise underwriter(s) agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basisotherwise. Notwithstanding the foregoing, the provisions of this Section 4(c) 5.5 shall cease be subject to apply the provisions of Section 5.4, and if the Company exercises its rights of postponement pursuant to Section 5.4 with respect to any Founder once proposed underwritten public offering, the provisions of this Section 5.5 shall not apply unless and until such Founder no longer holds Registrable Securitiestime as the Company notifies the Holder of the termination of such postponement and the Holder notifies the Company of its intention to continue with such proposed offering.

Holdback Period. The Company agrees (i) not to effect any public sale or distribution of its common equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period (180 days in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form), unless the underwriters managing the registered public offering otherwise agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders and Platinum Ivy shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basis. Notwithstanding the foregoing, this Section 4(c) shall cease to apply to any Founder and Platinum Ivy once such Founder or Platinum Ivy (as applicable) no longer holds Registrable Securities.”