Common use of Limitation on Sale of Securities Clause in Contracts

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted).

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the If any registration of Registrable Registerable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees shall be in connection with an underwritten public offering by offering, the Company, Company (and each Holder holding more than three percent (3%) of the issued and outstanding securities of the Company who does not include its Registerable Securities therein) agrees (x) not to effect any public sale or distribution, including distribution of any sale issue of the same class or series as the Registerable Securities being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 144 145(a) under the Securities Act), any securities of any Registrable Securities, and not the Company similar to effect any such public sale issue or distribution of any other equity security securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 9045-day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). Notwithstanding any of the foregoing, a Note Holder shall not be limited in any way in its sale or distribution of any securities of the Company before, during or after any such underwritten offering, except to the extent of the Registerable Securities held by the Note Holder.

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the If any registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Common Stock or Other Holder of Registrable Securities agrees Common Stock shall be in connection with an underwritten public offering offering, each of the Holders or the Other Holders, as the case may be, and the Company agrees (except, in the case of any Holder or Other Holder, to the extent that such Holder or Other Holder is prohibited by applicable law or the Companyexercise of its fiduciary duties from agreeing to withhold Registrable Common Stock or Other Holder Registrable Common Stock, as the case may be, from sale) (x) not to effect any public sale or distribution, including distribution of any sale issue of the same class or series as the Registrable Common Stock or Other Holder Registrable Common Stock being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 144 145(a) under the Securities Act), any securities of any Registrable Securities, and not the Company similar to effect any such public sale issue or distribution of any other equity security securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-45 day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). Without limiting the scope of the term "fiduciary," a Holder or Other Holder shall be deemed to be acting as a fiduciary if its actions or the Registrable Common Stock or Other Holder Registrable Common Stock proposed to be sold is subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Advisers Act of 1940, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Common Stock or Other Holder Registrable Common Stock is held in a separate account under applicable insurance law or regulation. Notwithstanding the foregoing, no Holder or Other Holder who has been on behalf of an Account shall be required to hold back Registrable Common Stock or Other Holder Registrable Common Stock attributable to such Account if such Account directs such Holder or Other Holder to dispose of some or all of such Registrable Common Stock or Other Holder Registrable Common Stock, attributable to such Account unless (1) such Holder or Other Holder shall have directly or indirectly induced such Account to make such sale or (2) such Account terminates the authority of the Holder or Other Holder of Registrable Common Stock or Other Holder Registrable Common Stock to dispose of such securities; provided, however, that any holdback agreement relating to such underwritten sale shall continue to apply to Registrable Common Stock or Other Holder Registrable Common Stock attributable to such Account which such Account has not directed such Holder or Other Holder to sell.

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities or Other Holder Registrable Securities shall be in connection with an underwritten public offering, each of the Holders or the Other Holders, as the case may be, and the Company agrees (x) not to effect any public sale or distribution of any issue of its equity the same class or series as the Registrable Securities or Other Holder Registrable Securities being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), any securities of the Company similar to any such issue or any securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-45 day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). (b) Notwithstanding the other provisions of this Agreement, the Company shall not be obligated to register the Registrable Securities of any Holder if, in the opinion of counsel to Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel reasonably satisfactory to the Company and its counsel), the sale or other disposition of such Holder's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act.

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities Common Stock or Other Holder Registrable Common Stock shall be in connection with an underwritten public offering, each of the Holders or the Other Holders, as the case may be, and the Company agrees (x) not to effect any public sale or distribution of any issue of its equity the same class or series as the Registrable Common Stock or Other Holder Registrable Common Stock being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), any securities of the Company similar to any such issue or any securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-45 day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted).

Limitation on Sale of Securities. (a) Until If the expiration of the Investors' right Company receives a request for registration pursuant to request the registration an underwritten offering of Registrable Securities pursuant to Section 2.2(a) 2.2 or 2.3 hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, and if such a request is being implemented or has not to effect any public sale been withdrawn or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities shall be in connection with an underwritten public offeringabandoned, the Company agrees that (xi) the Company shall not to effect any public sale or private offer, sale, distribution or other disposition of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company or effect any registration of any of such securities under the Securities Act (in each case, other than (x) option grants to employees pursuant to the Company's option plan, (y) as part of such registration and (z) as a registration using Form S-8 or any such successor or similar form which is then in effect), whether or not for sale or distribution in connection with any employee stock option or other benefit plan) for its own account, during the 15 period beginning on the date the Company receives such request until 180 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, after the effective date of such registration statement (except or such shorter period as part of such registrationthe managing underwriter(s) may require) and (yii) the Company shall use its best efforts to obtain from each of its officers, directors and beneficial owners of 5% or more of Common Stock, an agreement not to effect any public or private offer, sale, distribution or other disposition of Common Stock, or any securities that are convertible or exchangeable or exercisable for Common Stock, during the period referred to in clause (i) of this paragraph, including, without limitation, a sale pursuant to Rule 144 under the Securities Act. The Company agrees to cause each holder of Common Stock, or any agreement entered into securities that are convertible or exchangeable or exercisable for Common Stock, purchased or otherwise acquired from the Company (other than in a public offering) at any time after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or private offer, sale, distribution or other disposition of any such securities during the period referred to in the foregoing clause (x)i) of the preceding sentence, including any including, without limitation, a sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted)Act.

Limitation on Sale of Securities. (a) Until For the expiration of Company and Others. If the Investors' right Company receives a request for registration pursuant to request the registration an underwritten offering of Registrable Securities pursuant to Section 2.2(a) 2.1 or 2.2 hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, and if such a request is being implemented or has not to effect any public sale been withdrawn or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities shall be in connection with an underwritten public offeringabandoned, the Company agrees that (xi) the Company shall not to effect any public sale or private offer, sale, distribution or other disposition of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company or effect any registration of any of such securities under the Securities Act (in each case, other than (x) option grants to employees pursuant to the Company's option plan, (y) as part of such registration and (z) as a registration using Form S-8 or any such successor or similar form which is then in effect), whether or not for sale or distribution in connection with any employee stock option or other benefit plan) for its own account, during the 15 period beginning on the date the Company receives such request until 90 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, after the effective date of such registration statement (except or such shorter period as part of such registrationthe managing underwriter(s) may require) and (yii) the Company shall use its reasonable best efforts to obtain from each of its officers, directors and beneficial owners of 5% or more of Common Stock, an agreement not to effect any public or private offer, sale, distribution or other disposition of Common Stock, or any securities that are convertible or exchangeable or exercisable for Common Stock, during the period referred to in clause (i) of this paragraph, including, without limitation, a sale pursuant to Rule 144 under the Securities Act. The Company agrees to cause each holder of Common Stock, or any agreement entered into securities that are convertible or exchangeable or exercisable for Common Stock, purchased or otherwise acquired from the Company (other than in a public offering) at any time after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or private offer, sale, distribution or other disposition of any such securities during the period referred to in the foregoing clause (x)i) of the preceding sentence, including any including, without limitation, a sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted)Act.

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities or Other Holder Registrable Securities shall be in connection with an underwritten public offering, each of the Holders or the Other Holders, as the case may be, and the Company agrees (x) not to effect any public sale or distribution of any issue of its equity the same class or series as the Registrable Securities or Other Holder Registrable Securities being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the Exhibit 10 (C) - Registration Rights Agreement between Avatar Holdings Inc. and Xxxx Xxxx - continued type specified in Rule 145(a) under the Securities Act), any securities of the Company similar to any such issue or any securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 90-45 day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). (b) Notwithstanding the other provisions of this Agreement, the Company shall not be obligated to register the Registrable Securities of any Holder if, in the opinion of counsel to Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel reasonably satisfactory to the Company and its counsel), the sale or other disposition of such Holder's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act.

Limitation on Sale of Securities. (a) Until the expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof, each Holder of Registrable Securities agrees in connection with an underwritten public offering by the Company, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period, not in excess of 180 days, as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each Holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (b) If any registration of Registrable Securities New Common Stock shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any issue of its equity the same class or series as the Registrable New Common Stock being registered in an underwritten public offering (other than pursuant to an employee stock option, stock purchase or similar plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), any securities of the Company similar to any such issue or any securities of the Company or of any security convertible into or exchangeable or exercisable for any equity security such issue of the Company (other than any such sale or distribution in connection with any employee stock option or other benefit plan) during the 15 days prior to, and during the 9045-day period (or such longer period, not in excess of 180 90 days, as may be reasonably requested by the underwriter of such offering) beginning on, on the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted).