Common use of Holdbacks Clause in Contracts

Holdbacks. (a) Holders covenant and agree with the Company that Holders shall not effect, if requested by the managing underwriters of an underwritten offering, any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning on, (i) the effective date of the registration statement relating to the underwritten offering of equity securities of the Company or (ii) in the event of a Shelf Registration, the consummation of an underwritten takedown, or such other period as the managing underwriter, if any, may require. (b) The Company covenants and agrees with the Holders not to effect any public or private sale or distribution of equity securities of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning with the consummation of an underwritten takedown, or such other period as the managing underwriter may require, except pursuant to registrations on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit plan. (c) Each Investor covenants and agrees that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement.

Holdbacks. (a) Holders covenant and agree with Subject to the Company that Holders shall last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not effectto file or cause to be effected any other registration of, if requested by the managing underwriters of an underwritten offering, or effect any public sale or distribution of of, equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) Business Day day period prior to, and during the sixty seventy-five (6075) day period beginning onfollowing, (i) the effective date of the registration statement relating to the any underwritten public offering of equity securities Common Stock for the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (iiexcept as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) in unless the event underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration, the consummation of an underwritten takedown, or such other period as the managing underwriter, if any, may requireRegistration in accordance with Section 2.1. (b) The Company covenants and agrees with the Holders not to file or cause to be effected any registration of, or effect any public or private sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of equity securities of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof)others, during the ten (10) Business Day day period prior to, and during the sixty seventy-five (6075) day period beginning with following, the consummation effective date of an any underwritten takedownRegistration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or such other period as the managing underwriter may requireif otherwise permitted hereunder, except or pursuant to registrations registration on Form ▇-▇S-4, ▇▇▇▇ ▇-▇ Form S-8 or any successor form for form), unless the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit planunderwriters managing the registered public offering otherwise agree. (c) Each Investor covenants and agrees Notwithstanding the foregoing, neither the Stockholders nor the Company will be subject to the foregoing holdbacks for any period or periods in aggregate that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements are in excess of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement150 days during any 365 day period.

Holdbacks. (a) Holders covenant and agree with The Holder agrees, upon request by the Company that Holders shall not effectin connection with any underwritten public offering, if to execute a customary "holdback" agreement in the form requested by the managing underwriters of an underwritten underwriter for such offering, for a period not to exceed 180 days following the effective date of the registration statement. (b) Subject to the last sentence of this Section 2.4(b), each Holder agrees not to effect any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) Business Day period days prior to, to and during the sixty (60) 75 day period beginning on, (i) on the effective date of the registration statement relating to the any underwritten public offering of equity securities Common Stock for the account of the Company or for the account of others, in each case which is not in violation of Section 2.4(b) below (ii) in the event except as part of a Shelf Registration, the consummation of an such underwritten takedown, or such other period as the managing underwriterregistration, if anypermitted by Section 2.2 or otherwise permitted), may require. (b) The Company covenants unless the underwriters managing the registered public offering otherwise agree and agrees with the Holders not to effect any public or private such sale or distribution of equity securities otherwise complies with Regulation M of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning with the consummation of an underwritten takedown, or such other period as the managing underwriter may require, except pursuant to registrations on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit planExchange Act. (c) Each Investor covenants The Company agrees not to file or cause to be effected any registration of or effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten days prior to and agrees that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements 75 day period beginning on the effective date of the Securities Act any underwritten Demand Registration or any underwritten Piggyback Registration (except as applicable to it (unless an exemption therefrom is available) in connection with sales part of Registrable Securities such underwritten registration, if otherwise permitted, or pursuant to a registration statement and shall sell on Form S-4 (but not with respect to resales), Form S-8 or any successor form), unless the Registrable Securities under a registration statement only underwriters managing the registered public offering otherwise agree. (d) Notwithstanding the foregoing, neither the Holders nor the Company will be subject to the foregoing holdbacks for any period or periods in accordance with a method the aggregate that are in excess of distribution described in such registration statement150 days during any 365 day period.

Holdbacks. (a) Holders covenant and agree During the period commencing (x) with respect to any Demand Registration on the date the Company that Holders receives the Demand Notice or (y) with respect to any Piggyback Registration on the date any Holder first gives notice to participate in a Piggyback Registration or (z) on the date the registration statement is filed with respect to an offering described in any Piggyback Notice if no Holder gives notice to participate in such offering, and ending thirty (30) days thereafter ("Holdback Period"), no Holder shall (regardless of their participation in any such offering) and, except as may be disclosed in the prospectus to accompany the reoffering of Registrable Shares, no Holder shall announce or disclose any intention to, Transfer any shares of Common Stock; provided that, in the event the registration statement described in clause (x) or (y) or any registration statement with respect to a Qualified Public Offering is declared effective within such 30-day period, then the Holdback Period shall be extended to ninety (90) days after the date of the final prospectus relating to such public offering (or such greater or lesser period which is reflected in any "lock-up" provisions which the managing underwriter of such offering, if any, may require of any selling shareholders). Unless restricted by such underwriter lock-up provisions, the foregoing sentence shall not effect, if requested apply to (A) the transfer of shares of Common Stock or other securities by the managing underwriters undersigned as a gift or gifts, (B) the transfer of an underwritten offering, any public sale shares of Common Stock or distribution of equity other securities of the CompanyCompany by the undersigned to its Affiliates, including a and (C) the sale of shares of Common Stock by Selling Holders pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning on, (i) the effective date of the registration statement relating to any Demand Registration or Piggyback Registration; provided, that, in the case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s), respectively, agree(s) in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of this paragraph. For purposes of this Agreement, a "Qualified Public Offering" is defined as the an underwritten public offering of equity securities Common Stock at an aggregate gross offering price of $200 million or more, whether made pursuant to Section 1 hereof or otherwise, where the gross offering price per share is $40 or more and which commences prior to the first anniversary of the Company or (ii) in closing on the event of a Shelf Registration, the consummation of an underwritten takedown, or such other period as the managing underwriter, if any, may requireMerger Agreement. (b) The Company covenants and agrees with the Holders not to effect any public or private sale or distribution of equity securities of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning with the consummation of an underwritten takedown, or such other period as the managing underwriter may require, except pursuant to registrations on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit plan. (c) Each Investor covenants and agrees that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement.[Reserved]

Holdbacks. (a) Holders covenant and agree with Subject to the Company that Holders shall last sentence of this Section 2.6(a), each holder of Registrable Securities agrees not effect, if requested by the managing underwriters to file or cause to be effected any other registration of an underwritten offering, or effect any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) Business Day period days prior to, to and during the sixty (60) 75 day period beginning on, (i) on the effective date of the registration statement relating to the any underwritten public offering of equity securities Common Stock for the account of the Company or for the account of others, in each case which is not in violation of Section 2.6(b) below (ii) in the event except as part of a Shelf Registration, the consummation of an such underwritten takedown, or such other period as the managing underwriterregistration, if any, may requirepermitted by Section 2.5 or otherwise permitted) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Securities Exchange Act. This Section 2.6(a) will not prohibit sales of Registrable Securities by the Shareholders under Section 2.1 or pursuant to Rule 144 or Rule 145 of the Securities Act. (b) The Company covenants and agrees with the Holders (i) not to file or cause to be effected any registration of or effect any public or private sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities at any time during the Initial Period, either for its own account or for the account of the Company others (other than distributions for the account only of the Shareholders pursuant to employee benefit planssuch Registration Statement); provided, including a sale pursuant however, that during this Initial Period (y) the Company may, after three months after the Effective Time, file, cause to Regulation D go effective and sell equity securities under the Securities Act (or Section 4(2) thereof), during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning with the consummation of an underwritten takedown, or one Registration Statement so long as such other period as the managing underwriter may require, except pursuant to registrations on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit plan. (c) Each Investor covenants and agrees that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement.Registration

Holdbacks. (a) Holders covenant and agree with Subject to the Company that Holders shall last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not effect, if requested by the managing underwriters to file or cause to be effected any other registration of an underwritten offering, or effect any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) Business Day period days prior to, to and during the sixty (60) 75 day period beginning on, (i) on the effective date of the registration statement relating to the any underwritten public offering of equity securities Common Stock for the account of the Company or for the account of others, in each case which is not in violation of Section 2.3(b) below (ii) in the event except as part of a Shelf Registration, the consummation of an such underwritten takedown, or such other period as the managing underwriterregistration, if any, may requirepermitted by Section 2.2 or otherwise permitted) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Securities Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Shareholders pursuant to Rule 144 or Rule 145 of the Securities Act. (b) The Company covenants and agrees with the Holders not to file or cause to be effected any registration of or effect any public or private sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof)others, during the ten (10) Business Day period days prior to, to and during the sixty (60) 75 day period beginning with on the consummation effective date of an any underwritten takedownDemand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration, if otherwise permitted, or such other period as the managing underwriter may require, except pursuant to registrations registration on Form ▇-▇S-4 (but not with respect to resales), ▇▇▇▇ ▇-▇ Form S-8 or any successor form for form), unless the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit planunderwriters managing the registered public offering otherwise agree. (c) Each Investor covenants and agrees that it Notwithstanding the foregoing, neither the Shareholders nor the Company will comply and cause its Affiliates and representatives be subject to comply with the prospectus delivery requirements foregoing holdbacks for any period or periods in aggregate which are in excess of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement150 days during any 365 day period.