Holder Standstill Period. Each Holder of Registrable Securities (whether or not such Registrable Securities are covered by the Shelf Registration Statement or by a Registration Statement filed pursuant to Section 2.01 or 3.01 hereof) agrees to enter into a customary lock-up agreement with the managing underwriter for any Underwritten Offering of Xerox’s securities for its own account with respect to the same class or series of securities being registered pursuant to such Registration Statement, containing terms reasonably acceptable to such managing underwriter, covering the period commencing 15 days prior to the effective date of the Registration Statement or, if applicable, the prospectus supplement, pertaining to such Underwritten Offering relating to such securities of Xerox and ending on the 90th day after such effective date (or such other period as shall have been agreed to by Xerox’s executive officers and directors in their respective lock-up agreements); provided, however, that the obligations of each Holder under this Section 5.03 shall apply only: (i) if such Holder shall be afforded the right (whether or not exercised by the Holder) to include Registrable Securities in such Underwritten Offering in accordance with and subject to the provisions of Article III hereof; (ii) to the extent that each of Xerox’s executive officers, directors and Ten Percent Holders enter into lock-up agreements with such managing underwriter, which agreements shall not contain terms more favorable to such executive officers, directors or Ten Percent Holders than those contained in the lock-up agreement entered into by such Holder; and (iii) if the aggregate restriction periods in such Holder’s lock-up agreements entered into pursuant to this Section 5.03 shall not exceed an aggregate of 180 days during any 365-day period.
Holder Standstill Period. Each Holder agrees not to, without the prior written consent of the lead managing underwriters for any underwritten offering of securities of the Company the same or similar to the Registrable Securities, or convertible into or exchangeable or exercisable for any such securities, effect any disposition (except securities that may be held by such Holder for his/her own account under the relevant registration statement), pursuant to any Shelf Registration Statement or any public sale or distribution including pursuant to Rule 144, of any Registrable Securities or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Registrable Securities, during the period commencing 15 days prior to the effective date of any registration statement relating to such Company securities (to the extent timely notified in writing (prior to such Holder giving any Demand Request) by the Company or the underwriters managing such distribution) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such Company securities.
Holder Standstill Period. Each Holder agrees not to, without the prior written consent of the managing underwriter for any underwritten offering of (i) securities of First Avenue that are the same as, or similar to, the Registrable Stock, or (ii) any securities convertible into, or exchangeable or exercisable for, securities of First Avenue that are the same as, or similar to, the Registrable Stock, effect any disposition (except for dispositions included in, or pursuant to, such an underwritten offering) pursuant to any registration statement or any public sale or distribution, including pursuant to Rule 144, of any Registrable Stock or any securities convertible into, or exchangeable or exercisable for, any securities of First Avenue that are the same as, or similar to, the Registrable Stock, during the period commencing 15 days prior to the effective date of any registration statement relating to such securities of First Avenue (to the extent timely notified in writing (prior to such Holder giving any Demand Request) by First Avenue or the managing underwriter) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such securities of First Avenue.
Holder Standstill Period. Each Holder agrees not to, without the prior written consent of the managing underwriter for any underwritten offering of (i) securities of the Company that are the same as, or similar to, the Registrable Securities, or (ii) any securities convertible into, or exchangeable or exercisable for, securities of the Company that are the same as, or similar to, the Registrable Securities, effect any disposition (except for dispositions included in, or pursuant to, such an underwritten offering) pursuant to any Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the period commencing 15 days prior to the effective date of any registration statement relating to such securities of the Company (to the extent timely notified in writing (prior to such Holder giving any Demand Request) by the Company or the managing underwriter) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such securities of the Company.
Holder Standstill Period. Each Holder who sells Registrable Securities in an underwritten public offering pursuant to Section 2(a), Section 2(b) or Section 3(a) agrees not to effect, without the prior written consent of the managing underwriter for such underwritten offering, any disposition (except for dispositions included in, or pursuant to, such underwritten offering) pursuant to any Shelf Registration or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the period commencing fifteen (15) days prior to the effective date of any registration statement relating to such securities of the Company and ending on the earlier of (i) the ninetieth (90th) day after such effective date and (ii) the date any lockup arrangement entered into by the Requesting Holders or any other holder of securities of the Company that is selling securities in such underwritten public offering expires.
Holder Standstill Period. If requested by the lead managing underwriter, each Holder agrees not to, without the prior written consent of the lead managing underwriter for any underwritten offering of (i) securities of Basic that are the same as, or similar to, the Registrable Securities, or (ii) any securities convertible into, or exchangeable or exercisable for, securities of Basic that are the same as, or similar to, the Registrable Securities, effect any disposition (except for dispositions included in, or pursuant to, such an underwritten offering) pursuant to any registration statement or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of Basic that are the same as, or similar to, the Registrable Securities, during the period commencing 10 Business Days prior to the date of the final prospectus relating to the offering of such securities of Basic (to the extent timely notified in writing by Basic or the managing underwriter) and ending on the 90th day after such date; provided, however, that if any Affiliate who is a holder of securities of Basic shall be subject to a shorter standstill period or receives more advantageous terms relating to the standstill period, then the standstill period imposed by this Section 4(b) shall be such shorter period and also on such more advantageous terms, and the Holders shall not be required to sign lock-up agreements unless all of Basic’s directors and executive officers have signed lock-up agreements with the managing underwriters. Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a Holder to make transfers to certain Affiliates who agree to be bound by the terms of the lock-up agreement.
Holder Standstill Period. Each Holder who sells Registrable Securities in an Underwritten Offering pursuant to Section 3 or Section 5(a) agrees not to, without the prior written consent of the managing underwriter for such Underwritten Offering, effect any disposition (except for dispositions included in, or pursuant to, such Underwritten Offering) pursuant to any registration or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the period commencing 15 days prior to the effective date of any registration statement relating to such securities of the Company and ending on the 90th day after such effective date.
Holder Standstill Period. Without the prior written consent of the Companies or the lead underwriter or underwriters prior to the closing, or the prior written consent of the lead underwriter or underwriters of the offering thereafter, no Holder shall effect any disposition of Registrable Securities under the Shelf Registration Statements or any public sale or distribution pursuant to Rule 144 (except in accordance with Section 3.1) during the 14-day period prior to, and through the period (i) beginning on the commencement of the public distribution of securities of any Company the same as or similar to the Registrable Securities, or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Registrable Securities in an underwritten offering by or on behalf of any Company or any other Holder to the extent timely notified in writing (prior to such Holder giving any Demand Request) by the Companies, the Selling Holders or the lead underwriter or underwriters managing such distribution and (ii) ending on the first to occur of (A) the 60th day after such commencement and (B) the end of such distribution.
Holder Standstill Period. (a) Without the prior written consent of the Company, no Holder shall effect any disposition of Registrable Securities under the Shelf Registration Statement or any public sale or distribution pursuant to Rule 144 or deliver a Demand Notice during the period beginning 14 days prior to the commencement of the public distribution of securities of the Company the same as or similar to the Registrable Securities, or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Registrable Securities, in an underwritten offering by or on behalf of the Company and ending on the earlier of (i) the end of such distribution as advised by the lead underwriter or underwriters and (ii) the 60th day after such commencement.
(b) Without the prior written consent of the lead underwriter or underwriters in any underwritten offering, no Holder shall effect any disposition of Registrable Securities under the Shelf Registration Statement or any public sale or distribution pursuant to Rule 144 during the period beginning 14 days prior to the commencement of the public distribution of securities of the Company the same as or similar to the Registrable Securities, or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Registrable Securities, in an underwritten offering by or on behalf any other Holder pursuant to a Demand Registration under Section 2.1 and ending on the first to occur of (i) the 60th day after such commencement and (ii) the end of such distribution.
Holder Standstill Period. Each Holder agrees not to, without the prior written consent of the managing underwriter for any underwritten offering of (i) securities of Basic that are the same as, or similar to, the Registrable Securities, or (ii) any securities convertible into, or exchangeable or exercisable for, securities of Basic that are the same as, or similar to, the Registrable Securities, effect any disposition (except for dispositions included in, or pursuant to, such an underwritten offering) pursuant to any registration statement or any public sale or distribution, including pursuant to Rule 144 under the Securities Act, of any Registrable Securities or any securities convertible into, or exchangeable or exercisable for, any securities of Basic that are the same as, or similar to, the Registrable Securities, during the period commencing 10 Business Days prior to the date of the final prospectus relating to the offering of such securities of Basic (to the extent timely notified in writing by Basic or the managing underwriter) and ending on the 90th day after such date.
