Common use of Holdback Clause in Contracts

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders or other Holders pursuant to Section 2.1, the Company 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 Shelf 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 period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Appears in 7 contracts

Samples: Registration Rights Agreement (Cascade Bancorp), Registration Rights Agreement (Cascade Bancorp), Securities Purchase Agreement (Cascade Bancorp)

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Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investors or other Holders pursuant to Section 2.14.6, the Company 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 Shelf 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 period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to use its reasonable best efforts to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Brown Bernard A), Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Purchasers or other Holders pursuant to this Section 2.13.6, the Company 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 Shelf 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 period not to exceed 30 ten days prior and 90 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.managing

Appears in 4 contracts

Samples: Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.15.7, the Company agrees not to effect (other than in connection with the Rights Offering, pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.15.9, the Company agrees not to effect (other than in connection with the Rights Offering, pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Intermountain Community Bancorp), Securities Purchase Agreement (Intermountain Community Bancorp)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.14.6, the Company 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 Shelf 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 period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to use its reasonable best efforts to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to this Section 2.14.10, the Company 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 Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 2 contracts

Samples: Investment Agreement (National Penn Bancshares Inc), Investment Agreement (West Coast Bancorp /New/Or/)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investors or other Holders pursuant to Section 2.1this Article 8, the Company 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 Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.its

Appears in 2 contracts

Samples: Investment Agreement (Oaktree Capital Group Holdings GP, LLC), Investment Agreement (First Bancorp /Pr/)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders or other Holders pursuant to this Section 2.12.5, the Company 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 Shelf 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 period not to exceed 30 ten days prior and 90 120 days following the effective date of such offering offering, or such longer period up to 180 120 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup lock-up agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 2 contracts

Samples: Note Purchase Agreement (Bankwell Financial Group, Inc.), Note Purchase Agreement (Avenue Financial Holdings, Inc.)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.14.7, the Company 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 Shelf 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 period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cascade Bancorp)

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Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to this Section 2.14.11, the Company 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 Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Investment Agreement (Webster Financial Corp)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.15.19, the Company agrees not to effect (other than in connection with the Rights Offering, pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Securities Purchase Agreement (Summit Financial Group Inc)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders or other Holders an Investor pursuant to Section 2.1this Agreement, the Company 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 Shelf Registration Statement or Prospectus (other than with respect 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 period not to exceed 30 ten (10) days prior and 90 sixty (60) days following the effective date of such offering or such longer period up to 180 ninety (90) days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 ninety (90) days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Institutional Financial Markets, Inc.)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.15.5, the Company agrees not to effect (other than in connection with the Rights Offering, pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf 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 period not to exceed 30 ten days prior and 90 60 days following the effective date of such offering or such longer period up to 180 90 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 90 days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Securities Purchase Agreement (United Community Financial Corp)

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders Investor or other Holders pursuant to Section 2.14.6, the Company 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 Shelf 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 period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cascade Bancorp)

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