Common use of Limitation on Public Sales and Distributions Clause in Contracts

Limitation on Public Sales and Distributions. The Corporation (i) shall not effect any public sale or distribution of its equity securities, or any securities, options, or rights convertible into or exchangeable or exercisable for such equity securities, during the seven (7) days prior to and during the 180-day period (in the case of the Initial Public Offering) or 90-day period (in the case of any registration other than an Initial Public Offering) (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering) beginning on the effective date or pricing date of any underwritten Demand Registration, Piggyback Registration or Shelf Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of the Registrable Securities, shall cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Appears in 3 contracts

Samples: Registration Rights Agreement (Clearwater Analytics Holdings, Inc.), Registration Rights Agreement (Clearwater Analytics Holdings, Inc.), Registration Rights Agreement (Clearwater Analytics Holdings, Inc.)

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Limitation on Public Sales and Distributions. The Corporation Company (i) shall not effect any public sale or distribution of its equity securities, or any securities, options, or rights convertible into or exchangeable or exercisable for such equity securities, during the seven (7) days prior to and during the 180-day period (in the case of the Initial Public Offering) or 90-day period (in the case of any registration other than an Initial Public Offering) (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering) beginning on the effective date or pricing date of any underwritten Demand Registration, Registration or any underwritten Piggyback Registration or Shelf Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor formform and, for purposes of clarity, except for grants of options or other incentive equity instruments to employees and issuances of equity upon exercise of options or other incentive equity instruments by employees, in each case in the ordinary course of business, and equity issuances pursuant to and in accordance with the terms of other outstanding securities), unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted consented to by the holders of a majority of the Investor Registrable Securities, shall cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased from the Corporation Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agreeagree and such agreement permits all holders of Investor Registrable Securities to sell a pro rata amount of securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Project Angel Parent, LLC)

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