Common use of Holdback Clause in Contracts

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Stockholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Stockholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback PeriodPeriod so long as all Stockholders holding more than 5% of the outstanding shares of Common Stock (including any Stockholders with Beneficial Ownership of more than 5% of the outstanding shares of Common Stock reportable by such Stockholders on Schedule 13D or Schedule 13G under the Exchange Act (or any comparable or successor report)) are bound by a comparable obligation, provided that nothing herein will prevent (i) any Shareholder Stockholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so boundbound or (ii) any transfer by members of the Family Group to Family Permitted Transferees. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 2.1, 2.2 or 2.22.3, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 2.8 shall not apply during any twelve-month period for more than an aggregate of ninety days180 days with respect to any Short Form Registrations or Shelf Underwritten Offerings.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securitiessecurities other than with respect to any Specified Non-Marketed Offerings, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback PeriodPeriod so long as all Holders or stockholders holding more than (including any Holders who are members of a Group holding more than) 5% of the outstanding Common Shares are bound by a comparable obligation, provided that nothing herein will prevent any Shareholder Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such an underwritten offeringoffering other than a Specified Non-Marketed Offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 9 shall not apply during any twelve-twelve month period for more than an aggregate of ninety days180 days with respect to any Short Form Registrations or Shelf Underwritten Offerings.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect, and to cause their respective Controlled Affiliates not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities Common Stock of the Company or any securities convertible into or exchangeable or exercisable for any equity securities Common Stock of the Company without the prior written consent of the Company or such underwriters, as the case may be, during for a customary period (which shall be the same for all Holders) to be determined after consultation among the managing underwriter or underwriters for such offering and the Company (the “Holdback Period, ”); provided that nothing herein will prevent any Shareholder that is a partnership or corporation Holder from making a distribution Transfer of Registrable Securities pursuant to the partners Section 1.1 or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities lawsSection 1.2, so long as any such distributees agree Permitted Transferee or other transferee agrees to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registrationregistration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registrationregistration) covering any, any of its equity securities, securities or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such an underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 2.10 shall not apply during any twelve12-month period for more than an aggregate of ninety days180 days with respect to any Short-Form Registrations.

Holdback. In consideration for (a) Each Holder agrees, if so required by the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with managing underwriter of any registration offering of the Company’s equity securities (whether or not such Shareholder is participating in such registration) upon the request of by the Company and provided that the underwriters managing any underwritten offering Company and each of the Company’s securitiesits executive officers and directors enter into similar agreements, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securitiessell, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or Securities owned by such underwriters, as the case may beHolder, during the Holdback Period7 days prior to and the 90 days after the registration statement relating to such offering has become effective (or such shorter period as may be required by the underwriter), provided that nothing herein will prevent except as part of such underwritten offering. Notwithstanding the foregoing sentence, each Holder subject to the foregoing sentence shall be entitled at any Shareholder that is time to (i) deliver shares of Common Shares or other securities upon the exercise of an option or warrant or the conversion or exchange of a partnership or corporation from making a distribution of security outstanding on such date, (ii) sell any Registrable Securities to acquired in open market transactions after the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering completion of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required (iii) sell any Registrable Securities in a transaction in which the purchaser agrees to be bound by the managing underwriterrestrictions contained in the foregoing sentence and (iv) in the case of a Holder or its Affiliates, effect any distribution of shares of Common Shares to the holders of its shares by means of a distribution or exchange offer in a transaction intended to qualify as a tax-free distribution under Section 355 of the Internal Revenue Code, as amended, or any corresponding provision of any successor statute. The Company may legend and may impose stop transfer instructions on any certificate evidencing Registrable Securities relating to the restrictions provided that notwithstanding for in this Section 10. The Holders shall not be subject to the restrictions set forth in this Section 10(a) for longer than 97 days during any 12-month period and a Holder shall no longer be subject to such restrictions at such time as such Holder together with its Affiliates shall own less than 5% of the then outstanding shares of Common Shares on a fully-diluted basis. Notwithstanding anything to the contrary herein, the Company’s obligations under in this Section 2.7 10, each Holder of Registrable Securities shall not apply during be released, pro rata, from any twelve-month period for more than agreement entered into pursuant to this Section 10 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions in any such agreement pertaining to any officer, director or other holder of shares of Common Shares subject to such an aggregate of ninety daysagreement.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect, and to cause their respective Controlled Affiliates not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities Capital Stock of the Company or any securities convertible into or exchangeable or exercisable for any equity securities Capital Stock of the Company without the prior written consent of the Company or such underwriters, as the case may be, during for a customary period (which shall be the same for all Holders) to be determined after consultation among the managing underwriter or underwriters for such offering and the Company (the “Holdback Period, ”); provided that nothing herein will prevent any Shareholder that is a partnership or corporation Holder from making a distribution Transfer of Registrable Securities pursuant to the partners Section 2.2 or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities lawsSection 2.3, so long as any such distributees agree Permitted Transferee or other transferee agrees to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registrationregistration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registrationregistration) covering any, any of its equity securities, Equity Securities or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such an underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 6.11 shall not apply during any twelve12-month period for more than an aggregate of ninety days180 days with respect to any Short-Form Registrations.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder the Investor (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, ; provided that nothing herein will prevent any Shareholder such holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 4.12(a) or 2.24.12(b), the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, ; provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 4.12(g) shall not apply during any twelve-month period for more than an aggregate of 45 days. “Holdback Period” means, with respect to any registered offering covered by this Agreement, (1) ninety days after and during the ten days before, the effective date of the related Registration Statement or, in the case of a takedown from a shelf registration statement, ninety days after the date of the prospectus supplement filed with the Commission in connection with such takedown and during such prior period (not to exceed ten days) as the Company has given reasonable written notice to the holder of Registrable Securities or (2) such shorter period as the Investor, the Company and the underwriter of such offering, if any, shall agree.

Holdback. In consideration for (a) Prior to a Public Offering, Lux Sarl, the Company agreeing and each Investor shall enter into an agreement with respect to its various matters regarding such Public Offering and the rights and obligations under this Agreementof Lux Sarl, the Company and each Investor in connection therewith, including lock-ups (as contemplated below) and provisions designed to result in an orderly disposition of securities by the Investors, in each case as determined by the Board of Directors in good faith. Each Co-Investor agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or any equity or debt securities of a Newco or a Group Company, or enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days before and the 180-day period beginning on the effective date of any underwritten Public Offering (or such shorter period as may be requested in writing by the Lux Sarl) (the “Market Standoff Period”), except as part of such underwritten registration if otherwise permitted. In addition, each Shareholder Co-Investor agrees in connection with to execute any registration of further letters, agreements and/or other documents reasonably requested by the Lux Sarl or the Company’s or Newco’s underwriters which are consistent with current market practice at the time and the terms of this Section 9. The Company may impose stop-transfer instructions with respect to securities (whether or not such Shareholder is participating in such registration) upon subject to the request foregoing restrictions until the end of the Company and relevant Market Standoff Period. The restrictions on the underwriters managing any underwritten offering Transfer of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise set forth in compliance this Agreement shall continue with applicable securities laws, so long as such distributees agree to be so bound. With respect to each Security until the date on which such underwritten offering of Registrable Securities covered by Security has been transferred in a registration Public Sale or pursuant to Sections 2.1 5 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days6.

Holdback. (a) In consideration for the Company agreeing to its obligations under this Agreementcase of an underwritten offering of securities by the Company, each Shareholder agrees agrees, if and to the extent requested by the managing underwriter of such underwritten offering, that it shall not during the period beginning on, and ending not later than one hundred and eighty (180) days in the case of a Qualified Initial Public Offering or ninety (90) days otherwise (in each case subject to one extension of no more than 17 days if required by the underwriters) (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with any such registration of (the Company’s securities (whether or not such Shareholder is participating “Holdback Period”), except for Registrable Securities included in such registration, (i) upon the request of the Company and the underwriters managing lend, offer, pledge, sell, contract to sell, sell any underwritten offering of the Company’s securitiesoption or contract to purchase, not purchase any option or contract to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loansell, grant any option for the purchase ofoption, right or warrant to purchase, or otherwise Transfer or dispose of any Registrable Securitiesof, directly or indirectly, any other equity securities of the Company Shares or any securities convertible into or exercisable or exchangeable or exercisable for any equity securities Shares held immediately prior to the effectiveness of the Company without the prior written consent registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that (ii) above is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so boundsettled by delivery of Shares or other securities, in cash or otherwise. With respect No Shareholder subject to such underwritten offering of Registrable Securities covered by a registration this Section 8.9 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to Sections 2.1 or 2.2, contemplated by this Section 8.9 unless all Shareholders are also released from their obligations under Section 8.9. In the event of any such release the Company further agrees not to effect shall notify the Shareholders of any such release within three (other than pursuant to 3) business days after such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required release. If requested by the managing underwriter, provided each Shareholder shall enter, and shall use commercially reasonable efforts to ensure that notwithstanding anything to each Affiliate of such Shareholder holding Registrable Securities enters, into a lock-up agreement with the contrary herein, applicable underwriters that is consistent with the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety daysagreement in the preceding sentence.

Holdback. In consideration for the Company agreeing to its obligations under this AgreementARTICLE I, each Shareholder Holder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securitiessecurities other than with respect to any Specified Non-Marketed Offerings, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company Equity Securities, or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Equity Securities without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback PeriodPeriod so long as all Holders or shareholders holding more than (including any Holders who are members of a Group holding more than) five percent of the outstanding Shares are bound by a comparable obligation (including the same applicable period(s)), provided that nothing herein will in this Agreement shall prevent any Shareholder Holder that is a partnership partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners partners, members or shareholders thereof of such partnership, limited liability company or corporation or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securitiesEquity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such an underwritten offeringoffering other than a Specified Non-Marketed Offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary hereinin this ARTICLE I, the Company’s obligations under this Section 2.7 1.9 shall not apply during any twelve12-month period for more than an aggregate of ninety days180 days with respect to any Short Form Registrations or Shelf Underwritten Offerings.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such a Shareholder Group Member is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect and not to permit any Shareholder Group Member to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect of a sale, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any a Shareholder that Group Member, if it is a partnership or corporation corporation, from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate of the Shareholder Group Member that is otherwise in compliance with applicable securities lawsLaws, so long as such distributees or Affiliates agree to be so bound. With respect to such an underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 3.1 or 2.23.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registrationregistration) any public sale or distribution, or to file any Registration Statement (other than pursuant to such registration or a Special Registrationregistration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter; provided, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 3.7 shall not apply during any twelve-month period for more than an aggregate of ninety (90) days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder holder of Registrable Securities agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and that if requested by the underwriters managing any underwritten offering by the Company of the Company’s securitiesshares of Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock, such holder shall (whether or not such holder is participating in such offering) agree not to effect (other than pursuant to such registrationunderwritten offering) Transfer any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable SecuritiesCompany Common Stock, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, underwriters during the Holdback Periodperiod specified by the managing underwriters which period shall not exceed ten (10) days prior or ninety (90) days following any registered offering of such securities by the Company; provided that, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution the Company and all of its executive officers and directors shall have likewise agreed with such underwriters and the holders of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration issue or pursuant to a Special Registration) Transfer any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, shares of its equity securities, Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock during such securities, during period pursuant to an agreement that is substantially identical to the Holdback Period with respect lock-up agreement to such underwritten offering, if required be signed by the managing underwriterholders of Registrable Securities, provided which agreement may not be waived or amended without the consent of the holders of Registrable Securities, except any waiver applicable to any executive officer of the Company that notwithstanding anything is applied equally to the contrary herein, the Company’s obligations under this holders of Registrable Securities. This Section 2.7 5.9 shall not apply to any offering by the Company effected during the period following receipt by the Company of any twelve-month period Registration Request for more than an aggregate a Demand Registration until the earlier of ninety days(A) thirty (30) days after the date on which the registration statement filed pursuant to such Registration Request is declared effective and (B) the date on which all securities covered by such registration statement have been sold pursuant thereto.

Holdback. In consideration for the Company Seller agreeing to its obligations under this Agreement, each Shareholder Seller (and any transferee) agrees in connection with any registration of the CompanyBuyer’s securities (whether or not such Shareholder Person is participating in such registration) upon the request of the Company Seller and the underwriters managing any underwritten offering of the CompanyBuyer’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company Buyer or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Buyer without the prior written consent of the Company Seller or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such any underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2Section 6.18(a), the Company Buyer further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, (other than with respect to awards pursuant to employee benefit plans and issuances of Buyer Common Shares upon exercise of any such awards) during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, ; provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 6.18(i) shall not apply during any twelve-month period for more than an aggregate of ninety (90) days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer Transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 6(a) or 2.26(b), the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 6(g) shall not apply during any twelve-month period for more than an aggregate of ninety (90) days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Investor (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, ; provided that nothing herein will prevent any Shareholder such holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be so boundbound by the restrictions set forth in this Section 4.9(g). With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 4.9(a) or 2.24.9(b), the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter. “Holdback Period” means, provided that notwithstanding anything with respect to any registered offering covered by this Agreement, (1) 90 days after and during the ten days before, the effective date of the related Registration Statement or, in the case of a takedown from a shelf registration statement, 90 days after the date of the prospectus supplement filed with the Commission in connection with such takedown and during such prior period (not to exceed ten days) as the Company has given reasonable written notice to the contrary hereinholder of Registrable Securities or (2) such shorter period as the Investor, the Company’s obligations under this Section 2.7 Company and the underwriter of such offering, if any, shall not apply during any twelve-month period for more than an aggregate of ninety daysagree.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees Shareholders agree in connection with any registration of the Company’s securities (whether or not such a Shareholder Group Member is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect and not to permit any Shareholder Group Member to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect of a sale, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any a Shareholder that Group Member, if it is a partnership or corporation corporation, from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate of the Shareholder Group Member that is otherwise in compliance with applicable securities lawsLaws, so long as such distributees or Affiliates agree to be so bound. With respect to such an underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 3.1 or 2.23.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registrationregistration) any public sale or distribution, or to file any Registration Statement (other than pursuant to such registration or a Special Registrationregistration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter; provided, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 3.7 shall not apply during any twelve-month period for more than an aggregate of ninety (90) days.

Holdback. In consideration for the Company agreeing to its obligations under this the Investment Agreement, each Shareholder the Investor agrees in connection with any registration of the Company’s 's securities (whether or not such Shareholder the Investor is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s 's securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 1.1 or 2.21.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter. "Holdback Period" means, provided that notwithstanding anything with respect to any registered offering covered by this Agreement, (1) 90 days after and during the ten days before, the effective date of the related Registration Statement or, in the case of a takedown from a shelf registration statement, 90 days after the date of the prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed ten days) as the Company has given reasonable written notice to the contrary hereinInvestor or (2) such shorter period as the Investor, the Company’s obligations under this Section 2.7 Company and the underwriter of such offering, if any, shall not apply during any twelve-month period for more than an aggregate of ninety daysagree.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securitiessecurities other than with respect to any Specified Non-Marketed Offerings, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback PeriodPeriod so long as all Holders or stockholders holding more than 5% of the outstanding Common Shares are bound by a comparable obligation, provided that nothing herein will prevent any Shareholder Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such an underwritten offeringoffering other than a Specified Non-Marketed Offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 9 shall not apply during any twelve-twelve month period for more than an aggregate of ninety days180 days with respect to any Short Form Registrations or Shelf Underwritten Offerings.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder the Investor (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long Period (as such distributees agree to be so bounddefined below). With respect to such any underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2Section 6.1, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, (other than with respect to awards pursuant to employee benefit plans and issuances of Common Shares upon exercise of any such awards) during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, ; provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 6.9 shall not apply during any twelve-month period for more than an aggregate of 90 days. “Holdback Period” means, with respect to any registered offering covered by this Agreement, (1) ninety days after and during the ten days before, the effective date of the related Registration Statement or, in the case of a takedown from a shelf registration statement, ninety days after the date of the prospectus supplement filed with the Commission in connection with such takedown and during such prior period (not to exceed ten days) as the Company has given reasonable written notice to the holder of Registrable Securities or (2) such shorter period as the Investor, the Company and the underwriter of such offering, if any, shall agree.

Holdback. In consideration for (a) Prior to a Public Offering, Lux Sarl, the Company agreeing and each Investor shall enter into an agreement with respect to its various matters regarding such Public Offering and the rights and obligations under this Agreementof Lux Sarl, the Company and each Investor in connection therewith, including lock-ups (as contemplated below) and provisions designed to result in an orderly disposition of securities by the Investors, in each case as determined by the Board of Directors in good faith. Each Co-Investor agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or any equity or debt securities of a Newco or a a Subsidiary, or enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days before and the 180-day period beginning on the effective date of any underwritten Public Offering (or such shorter period as may be requested in writing by the Lux Sarl) (the “Market Standoff Period”), except as part of such underwritten registration if otherwise permitted. In addition, each Shareholder Co-Investor agrees in connection with to execute any registration of further letters, agreements and/or other documents reasonably requested by the Lux Sarl or the Company’s or Newco’s underwriters which are consistent with current market practice at the time and the terms of this Section 9. The Company may impose stop-transfer instructions with respect to securities (whether or not such Shareholder is participating in such registration) upon subject to the request foregoing restrictions until the end of the Company and relevant Market Standoff Period. The restrictions on the underwriters managing any underwritten offering Transfer of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise set forth in compliance this Agreement shall continue with applicable securities laws, so long as such distributees agree to be so bound. With respect to each Security until the date on which such underwritten offering of Registrable Securities covered by Security has been transferred in a registration Public Sale or pursuant to Sections 2.1 5 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days6.

Holdback. In consideration If the notice of registration under this Section 2.1 is for an underwritten public offering and the Company agreeing is advised in writing by the managing underwriter of such offering that in its reasonable judgment the number of Registrable Securities for which incidental registration is requested pursuant to its obligations under this Agreement, each Agreement cannot be sold without impairing the ability to complete the preestablished plan for distribution of the Common Stock (the grounds for which shall be confidentially disclosed to any Selling Shareholder who so requests and who agrees to maintain the confidentiality of such disclosure) then the number of Registrable Securities to be sold by the Selling Shareholder may be reduced as set forth below. The Company shall so advise all Holders proposing to distribute their securities through such underwriting and the number of shares of securities that may be included in connection with any the registration and underwriting (other than on behalf of the Company’s securities ) shall be allocated (whether or not such Shareholder is participating i) first, to those certain holders of contractual rights to participate in such registration) upon the request registration pursuant to that certain Registration Rights Agreement, dated as of February 13, 1998, by and among the Company and the underwriters managing any underwritten offering investors listed on the signature page thereto, (ii) second, equally among all Holders and (iii) third, among such other holders, if any, of the Company’s securities, not contractual rights to effect (other than pursuant to participate in such registration; provided, in the case of (ii) any public sale or distribution and (iii) above, that such allocation be in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities, including, but not limited to, any sale pursuant Securities or other securities requested to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any be included in such registration by such Holders and such other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwritersholders, as the case may be. Notwithstanding the foregoing two sentences, during the Holdback PeriodCompany shall require all officers, provided that nothing herein will prevent any directors, and affiliates exercising incidental registration rights in connection with such registration statement to withdraw all securities from registration before requiring the Selling Shareholder that is a partnership or corporation from making a distribution to reduce the number of Registrable Securities to be sold. If the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering number of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2of the Selling Shareholder is reduced, the Company further agrees not to effect (other than pursuant to Selling Shareholder may withdraw all or part of the Registrable Securities from registration without affecting such Selling Shareholder's registration rights hereunder for the Registrable Securities so withdrawn or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety daysreduced.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder (and any transferee) agrees in connection with any registration of the Company’s securities pursuant to which (a) the Company will sell securities pursuant to an underwritten public offering or (b) the Investor will sell securities (whether or not such Shareholder Person is participating in such registration) upon the request of the Company and the underwriters managing any such underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or Transfer any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, ; provided that nothing herein will prevent any Shareholder such Holder that is a partnership partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners partners, members or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be so boundbound by the restrictions set forth in this Section 7.12. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 7.2 or 2.27.3, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Investor (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or Transfer any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period; provided, provided that nothing herein will prevent any Shareholder such Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be so boundbound by the restrictions set forth in this Section 7.12. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 7.2 or 2.27.3, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder the Investor (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or Transfer any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period; provided, provided that nothing herein will prevent any Shareholder such Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be so boundbound by the restrictions set forth in this Section 4.12. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2Section 4.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder Holder (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Shareholder Person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or Transfer any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period; provided, provided that nothing herein will prevent any Shareholder such Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be so boundbound by the restrictions set forth in this Section 7.12. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 Section 7.2 or 2.27.3, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.