Common use of Holdbacks Clause in Contracts

Holdbacks. (a) Subject to the last sentence of this Section 2.6(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of or effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period beginning on the effective date of any underwritten public offering of 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 (except as part of such underwritten registration, if permitted 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 agrees (i) 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 at any time during the Initial Period, either for its own account or for the account of others (other than for the account only of the Shareholders pursuant to such Registration Statement); provided, however, that during this Initial Period (y) the Company may, after three months after the Effective Time, file, cause to go effective and sell equity securities under one Registration Statement so long as such Registration

Holdbacks. (a) The Holder agrees, upon request by the Company in connection with any underwritten public offering, to execute a customary "holdback" agreement in the form requested by the managing 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 2.6(a2.4(b), each holder of Registrable Securities Holder agrees not to file or cause to be effected any other registration of or effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period beginning on the effective date of any underwritten public offering of 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(b2.4(b) below (except as part of such underwritten registration, if permitted by Section 2.5 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 2.6(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. (bc) The Company agrees (i) 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 at any time during the Initial Periodsecurities, either whether for its own account or for the account of others others, during the ten days prior to and the 75 day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (other than for the account only except as part of the Shareholders such underwritten registration, if otherwise permitted, or pursuant to such Registration Statementregistration on Form S-4 (but not with respect to resales); provided, howeverForm S-8 or any successor form), that during this Initial Period unless the underwriters managing the registered public offering otherwise agree. (yd) Notwithstanding the foregoing, neither the Holders nor the Company may, after three months after will be subject to the Effective Time, file, cause to go effective and sell equity securities under one Registration Statement so long as such Registrationforegoing holdbacks for any period or periods in the aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. (a) Subject to the last sentence of this Section 2.6(a2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of of, or effect any public sale or distribution of of, equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period beginning on prior to, and during the seventy-five (75) day period following, the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case which that is not in violation of Section 2.6(b2.3(b) below (except as part of such underwritten registration, if permitted by Section 2.5 2.1 or 2.2 or otherwise permittedpermitted hereunder) 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(a2.3(a) will not prohibit sales of Registrable Securities by the Shareholders under Section 2.1 or Stockholders pursuant to Rule 144 or Rule 145 of the Securities Actor under a Shelf Registration in accordance with Section 2.1. (b) The Company agrees (i) not to file or cause to be effected any registration of of, or effect any public sale or distribution of of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities at any time during the Initial Periodsecurities, either whether for its own account or for the account of others others, during the ten (other than for 10) day period prior to, and during the account only seventy-five (75) day period following, the effective date of the Shareholders any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form); provided, howeverunless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, that during this Initial Period (y) neither the Stockholders nor the Company may, after three months after will be subject to the Effective Time, file, cause to go effective and sell equity securities under one Registration Statement so long as such Registrationforegoing holdbacks for any period or periods in aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. (ai) Subject If Sprint shall file a Registration Statement pursuant to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the last sentence of this Section 2.6(a), each holder lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offering, then each Stockholder agrees to the extent not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to file engage in any public sale or cause distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to be effected or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of or any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of equity any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into into, or exchangeable or exercisable for for, such securities, during the ten (10) days prior to and 75 day period beginning securities in effect on the effective date of any underwritten public offering of Common Stock the Selling Stockholders deliver the applicable request 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 (except as part of such underwritten registration, if permitted 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 registration to Sprint pursuant to Rule 144 Section 2 or Rule 145 of Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in the Securities Actordinary course). (b) The Company agrees (i) 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 at any time during the Initial Period, either for its own account or for the account of others (other than for the account only of the Shareholders pursuant to such Registration Statement); provided, however, that during this Initial Period (y) the Company may, after three months after the Effective Time, file, cause to go effective and sell equity securities under one Registration Statement so long as such Registration

Holdbacks. (a) Subject to the last sentence of this Section 2.6(a2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of or effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period beginning on the effective date of any underwritten public offering of 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(b2.3(b) below (except as part of such underwritten registration, if permitted by Section 2.5 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 2.6(a2.3(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 agrees (i) 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 at any time during the Initial Periodsecurities, either whether for its own account or for the account of others others, during the ten (other than for 10) days prior to and the account only 75 day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration, if otherwise permitted, or pursuant to registration on Form S-4 (but not with respect to resales), Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Shareholders pursuant to such Registration Statement); provided, however, that during this Initial Period (y) nor the Company may, after three months after will be subject to the Effective Time, file, cause to go effective and sell equity securities under one Registration Statement so long as such Registrationforegoing holdbacks for any period or periods in aggregate which are in excess of 150 days during any 365 day period.