Common use of Limitations on Sale or Distribution of Other Securities Clause in Contracts

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration.

Appears in 13 contracts

Samples: Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.)

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Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesseller of Registrable Securities agrees that, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, account it will not to sell any Company Shares Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterdays. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 5 contracts

Samples: Registration Rights Agreement (Hexcel Corp /De/), Stock Purchase Agreement (Hexcel Corp /De/), Registration Rights Agreement (Hexcel Corp /De/)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (xi) then in effect or (yii) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration.

Appears in 3 contracts

Samples: Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesseller of Registrable Securities agrees that, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, account (it will not to sell any Company Shares Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterdays. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hexcel Corp /De/), Investment Agreement (Hexcel Corp /De/), Registration Rights Agreement (Ciba Specialty Chemicals Holding Inc /Fi/)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent If requested in writing by a the Company or the managing underwriter, if any, of any registration effected pursuant to Section 2.12.1 or 2.2, each Holder of Registrable Securities agrees not to sell, transfer effect any public sale or otherwise dispose ofdistribution, including any sale pursuant to Rule 144 under the Securities Act, of any Company SharesRegistrable Securities, or 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by acceptable to the managing underwriter) or Form S-8, or an equivalent form which period shall not exceed 90 days subject to the same exceptions as provided is then in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder effect) and agrees to enter use its best efforts to cause each holder of any equity security or of any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a customary lock-up agreement with such managing underwriterpublic offering so to agree). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, effect any Company Shares, or registration of any other equity security of its securities under the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Securities Act (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar an equivalent form which is (x) then in effect effect), whether or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)not for sale for its own account, until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pny Technologies Inc), Registration Rights Agreement (Pny Technologies Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Company Shares, Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 ninety (90) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)) (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 or Form S-8, or any successor or similar form which (x) is then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own accountaccount (including without limitation any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), or of the Company’s IPO, not to sell sell, transfer or otherwise dispose of, including any Company Shares sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 ninety (90) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty days (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine. Notwithstanding anything to the contrary contained in this Section 2.7(a), (A) each Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 2.7(a) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer or director of the Company or any AEA Investor, and (B) the provisions of this Section 2.7(a) shall only be applicable if all officers and directors of the Company, all AEA Investors, and all stockholders owning more than five (5%) of the Company’s outstanding Common Stock are subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterrestrictions. (b) The Company hereby agrees that, if it shall previously have received a request for registration in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock Equivalent (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 ninety (90) days (or such shorter period to which the managing underwriter shall agree, but one hundred eighty days (180) days in the case of the IPO) shall have elapsed from the effective pricing date of such previous registrationoffering (in each case plus customary lockup extension periods as determined by the managing underwriter); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree. (c) Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees not to sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent pursuant to Rule 144 or other private placement for a period of one (1) year following the Company’s IPO (the “Restricted Period”) except (i) for the avoidance of doubt, pursuant to a registered offering in accordance with the terms of this Agreement, (ii) if consented to in writing by AEA in its sole discretion, which consent may be provided on an individual basis with respect to any particular Holder, and (iii) any private Transfer (as defined in the Stockholders Agreement) to a Permitted Transferee of such Minority Investor.

Appears in 2 contracts

Samples: Registration Rights Agreement (GMS Inc.), Registration Rights Agreement

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 2.6(a) and shall be a third party beneficiary of the provisions of this Section 2.6(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares EquivalentCommon Stock Equivalents), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company (provided there are Registrable Securities outstanding) shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Q Med Inc), Registration Rights Agreement (Glengarry Holdings LTD)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration. The Company shall use its reasonable best efforts to cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of Common Stock participating in such offering who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) Company Shares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Participating Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Signify Health, Inc.), Registration Rights Agreement (Signify Health, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 ninety (90) days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Equity Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Common Equity (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterninety (90) days. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Equity Equivalent), until a period of 90 ninety (90) days shall have elapsed from the effective date of such previous registration; and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cobalt International Energy, Inc.), Reorganization Agreement (Cobalt International Energy, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.15.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose ofTransfer, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 5.5(a) and shall be a third party beneficiary of the provisions of this Section 5.5(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.25.1, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, Transfer any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 2 contracts

Samples: Stockholders Agreement (Seagram Co LTD), Shareholder Agreement (Cineplex Odeon Corp /Can/)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent If requested in writing by a the managing underwriterunderwriter(s), if any, of any registration effected pursuant to Section 2.12.1 or 2.2, each Holder of Registrable Securities agrees not to selleffect any public sale or distribution, transfer or otherwise dispose ofincluding, including without limitation, any sale pursuant to Canadian Securities Laws or Rule 144 under the U.S. Securities Act, of any Company SharesRegistrable Securities, or of any other equity security of the Company Corporation or of any security convertible into or exchangeable or exercisable for any equity security of the Company Corporation (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriterunderwriter(s), if any, not to exceed 90 180 days (and the Corporation hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Corporation may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by acceptable to the managing underwriter) or Form S-8 under the U.S. Securities Act, or any successor or similar form for a domestic or foreign issuer which period shall not exceed 90 days subject is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Share Equivalent) to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, cause each Holder agrees of any equity security or of any security convertible into or exchangeable or exercisable for any equity security of the Corporation purchased from the Corporation at any time other than in a public offering so to enter into a customary lock-up agreement with such managing underwriteragree). (b) The Company Corporation hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company Corporation shall not sell, transfer, or otherwise dispose of, any Company Common Shares, or any other equity security of the Company Corporation or any security convertible into or exchangeable or exercisable for any equity security of the Company Corporation (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 under the U.S. Securities Act or any successor or similar form for a domestic or foreign issuer which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Share Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Corporation shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Worldwide Fiber Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesseller of Registrable Securities agrees that, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, account (it will not to sell any Company Shares Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterdays). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Goldman Sachs Group Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 2.7(a) and shall be a third party beneficiary of the provisions of this Section 2.7(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.22.1, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of a private sale pursuant to a transaction for which Form S-4 would be used if such sale were registered, an underwritten public offeringoffering pursuant to such request for registration pursuant to Section 2.2 or 2.3, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective effect, upon the conversion, exchange or exercise of any then outstanding Company Shares EquivalentCommon Stock Equivalent or in connection with the issuance or exercise of options pursuant to a stock option plan or pursuant to an employee stock purchase plan), until for a period of 90 100 days shall have elapsed from commencing on the date 10 days prior to the effective date of such previous registration, and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Intek Information Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.12. 1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and (iithe Company hereby also agrees) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each Holder of any equity of security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 2.7(a) and shall be a third party beneficiary of the provisions of this Section 2.7(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 2.1, 2.2 or 2.22.3, and if such previous registration shall not have been withdrawn or abandoned, abandoned the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration.or

Appears in 1 contract

Samples: Registration Rights Agreement (Hollywood Theaters Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 2.7(a) and shall be a third party beneficiary of the provisions of this Section 2.7(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 2.1, 2.2 or 2.22.3, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration.Common

Appears in 1 contract

Samples: Registration Rights Agreement (Hollywood Theaters Inc)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesseller of Registrable Securities agrees that, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, account it will not to sell any Company Shares Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterdays. (ba) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Hexcel Corp /De/)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Equity Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 ninety (90) days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Equity Equivalent), to use its commercially reasonable efforts to cause each holder of any Common Equity or Common Equity Equivalents purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Common Equity (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterninety (90) days. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Equity Equivalents (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Equity Equivalent), until a period of 90 ninety (90) days shall have elapsed from the effective date of such previous registration; and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any Common Equity or Common Equity Equivalents purchased from the Company at any time other than in a public offering to so agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Americold Realty Trust)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder Hxxxxx agrees to enter into a customary lock-up agreement with such managing underwriter. (b) . The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesStock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)effect, until a period of 90 days shall have elapsed from the effective date of such previous registration.

Appears in 1 contract

Samples: Merger Agreement (Kingfish Holding Corp)

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Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Equity Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 ninety (90) days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Equity Equivalent), to use its commercially reasonable efforts to cause each holder of any Common Equity or Common Equity Equivalents purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Common Equity (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriterninety (90) days. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Equity, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Equity Equivalents (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration.is

Appears in 1 contract

Samples: Registration Rights Agreement (Americold Realty Trust)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent If requested in writing by a the Company or the managing underwriter, if any, of any registration effected pursuant to Section 2.12.1 or 2.2, each Holder of Registrable Securities agrees not to sell, transfer effect any public sale or otherwise dispose ofdistribution, including any sale sole pursuant to Rule 144 under the Securities Act, of any Company SharesRegistrable Securities, or 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 (other than as part of such underwritten public offering) during within 7 days before or 90 days after the time period effective date of each underwritten offering made pursuant to such registration statement (and the Company hereby also so agrees (except that the Company may effect any sale on distribution of any such securities pursuant to a registration on Form S-4 (if reasonably requested by acceptable to the managing underwriter) or Form S-8, not or any successor or similar form which is then in effect) and agrees to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter cause each holder of any underwritten public offering effected by equity security or of any security convertible into or exchangeable or exercisable for any equity security of the Company for its own account, not to sell purchased from the Company at any Company Shares (time other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject in a public-offering so to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriteragree). (b) The Company hereby agrees that, that if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, effect any Company Shares, or registration of any other equity security of its securities under the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Securities Act (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect effect), whether or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)not for sale for its own account, until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Marietta Surgical Center, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any any, registration effected pursuant to Section 2.15.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose ofTransfer, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 5.5(a) and shall be a third party beneficiary of the provisions of this Section 5.5(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.25.1, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, Transfer any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Stockholders Agreement (Bronfman Charles Rosner Discretionary Trust)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesStock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)effect, until a period of 90 days shall have elapsed from the effective date of such previous registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Kingfish Holding Corp)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder seller of Registrable Securities agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter180 days. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (First Solar, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.14.1 or 4.2, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose ofTransfer, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days from the effective date of the registration statement (and the Company hereby also so agrees (iiexcept that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for Common Stock) to the extent requested in writing by a managing underwriter use its commercially reasonable efforts to cause each holder of any underwritten Equity Security or any security convertible into or exchangeable or exercisable for any Equity Security of the Company purchased from the Company at any time other than in a public offering so to agree); provided that with respect to registrations effected by the Company for its own account, not pursuant to sell any Company Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requestedSection 4.2, each Holder agrees of Registrable Securities shall only be required to enter into a customary lockagree to one such period of restriction on Transfer in any 365-up agreement with such managing underwriterday period. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.24.1, and if such previous registration shall not have been withdrawn or abandonedabandoned or postponed pursuant to Section 4.6, the Company shall not sell, transfer, or otherwise dispose of, Transfer any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)options, until a warrants, rights or other securities convertible into or exchangeable or exercisable for Common Stock) during the time period of reasonably requested by the managing underwriter, not to exceed 90 days shall have elapsed from the effective date of such previous registrationthe registration statement.

Appears in 1 contract

Samples: Stockholders Agreement (Clubcorp Inc)

Limitations on Sale or Distribution of Other Securities. (a) 9.1 Each Holder agreesagrees that, (i) to the extent if requested in writing by a the Company or the managing underwriter, if any, of any registration effected pursuant to Section 2.1this Agreement, such Holder, if it then holds 5% or more of the then-outstanding Class B Shares, will not to sell, transfer effect any public sale or otherwise dispose ofdistribution, including any sale pursuant to Rule 144 under the Securities Act, of any Company Shares, Class B Shares or 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 (other than as part of such underwritten public offering) (such restriction on such sale or distribution being referred to herein as a "LOCK-UP") during the time period (a "LOCK-UP PERIOD") reasonably requested by the managing underwriter, not to exceed 90 days, or in the case of a U.S. Initial Public Offering, 120 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 or F-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by acceptable to the managing underwriter) or Form S-8 or F-8, which period shall not exceed 90 days subject to the same exceptions as or F-10 (provided that, in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into case of a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandonedstatement on Form F-10, the Company shall not sell, transfer, registration relates to an exchange offer or otherwise dispose of, any Company Sharesa business combination), or any other equity security successor or similar form which is then in effect) and agrees to cause each director and executive officer of the Company and each holder of any equity security or of any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). 9.2 If the Company shall previously have received a request for registration pursuant to this Agreement or any Other Demand Rights, and if such previous registration shall not have been withdrawn or abandoned, then the Company shall not effect, and shall not be obliged to effect, any registration of any of its securities under the Securities Act (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or Form F-4 or F-8, respectively, or F-10 (provided that, in the case of a registration statement on Form F-10, the registration relates to an exchange offer or a business combination), or any successor or similar form which is (x) then in effect effect), whether or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent)not for sale for its own account, until a period of 90 30 days, or in the case of a U.S. Initial Public Offering, 30 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Liberty Media Corp /De/)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Company Shares, Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 ninety (90) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)) (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 or Form S-8, or any successor or similar form which (x) is then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own accountaccount (including without limitation any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), or of the Company’s IPO, not to sell sell, transfer or otherwise dispose of, including any Company Shares sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 ninety (90) days subject from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the same exceptions managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty days (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine provided in that (1) the lock-up provisions contained agreement of each Additional Investor shall be on substantially the same terms as that of each other Additional Investor and (2) any waivers from any obligations in the underwriting agreement for the IPO; and, if so requested, each Holder agrees relation to enter into a customary any lock-up agreement with such managing underwritergranted to one Additional Investor shall likewise be granted to each other Additional Investor on substantially the same terms. (b) The Company hereby agrees that, if it shall previously have received a request for registration in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Common Stock Equivalent (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 ninety (90) days (or such shorter period to which the managing underwriter shall agree, but one hundred eighty days (180) days in the case of the IPO) shall have elapsed from the effective pricing date of such previous registrationoffering (in each case plus customary lockup extension periods as determined by the managing underwriter); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree. (c) Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees not to sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent pursuant to Rule 144 or other private placement for a period of two (2) years following the Company’s IPO (the “Restricted Period”) except (i) for the avoidance of doubt, pursuant to a registered offering in accordance with the terms of this Agreement, (ii) if consented to in writing by the Board in its sole discretion, which consent may be provided on an individual basis with respect to any particular Holder or (iii) to a Permitted Transferee. In the event the Restricted Period shall be shortened in respect of any Minority Investor, the Restricted Period for each other Minority Investor shall likewise be shortened. (d) Notwithstanding anything contained in this Agreement to the contrary, each of the Investor Holders agrees not to sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent pursuant to Rule 144 or other private placement or in any other transaction not otherwise subject to the terms of this Agreement during the Restricted Period except (i) if AEA grants a waiver to the Restricted Period provided in Section 2.7(c) with respect to the Additional Investors and permits the Additional Investors to participate on a pro rata basis in such sale, transfer, disposition or similar transaction or (ii) to a Permitted Transferee.

Appears in 1 contract

Samples: Registration Rights Agreement (EWT Holdings I Corp.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPOdays; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree.

Appears in 1 contract

Samples: Registration Rights Agreement (REV Group, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder seller of Registrable Securities agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than (x) as part of such underwritten public offeringoffering or (y) in the case of the Notes or Warrants, to the extent the purchaser thereof agrees to be bound by a lockup with respect to the Common Stock on the same terms as contained in any applicable underwriting agreement) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell any Company Shares Common Stock (other than (x) as part of such underwritten public offeringoffering or (y) in the case of the Notes or Warrants, to the extent the purchaser thereof agrees to be bound by a lockup with respect to the Common Stock on the same terms as contained in any applicable underwriting agreement) during the time period reasonably requested by the managing underwriter, which period shall not exceed 90 days subject to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter180 days. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (First Solar, Inc.)

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 90 180 days (and the Company hereby also so agrees (ii) to except that the extent requested in writing by a managing underwriter Company may effect any sale or distribution of any underwritten public offering effected by the Company for its own account, not such securities pursuant to sell any Company Shares a registration on Form S-4 (other than as part of such underwritten public offering) during the time period if reasonably requested by the managing underwriter, which period shall not exceed 90 days subject acceptable to the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder agrees to enter into a customary lock-up agreement with such managing underwriter) or Form S-8, or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 2.7(a) and shall be a third party beneficiary of the provisions of this Section 2.7(a). (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 2.1, 2.2 or 2.22.3, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Company Shares Common Stock Equivalent), until a period of 90 180 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Doctors Health System Inc)

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