Limitations on Sale or Distribution of Other Securities. (a) Each Holder 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 or 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless the Company and its executive officers and directors are subject to a substantially similar provision (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). The Company agrees 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 sold or issued by the Company at any time hereafter other than in a public offering to agree to be bound to a substantially similar Lock-up in the event of an underwritten registration pursuant to Section 2.1 or 2.2.
Appears in 4 contracts
Samples: Registration Rights Agreement (Ribapharm Inc), Registration Rights Agreement (Ribapharm Inc), Registration Rights Agreement (Ribapharm Inc)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder 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 or 2.2, such Holder will agree not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provided, however, that each the terms of the Lock-up shall be substantially similar to the terms of the lock-up agreement executed and delivered by AIHL in connection with the IPO; provided, further, that no Holder shall not be required to be subject to a Lock-up unless the Company and its executive officers and directors are subject to a substantially similar provision (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). The Company agrees 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 sold or issued by the Company at any time hereafter other than in a public offering to agree to be bound to a substantially similar Lock-up in the event of an underwritten registration pursuant to Section 2.1 or 2.2.
Appears in 3 contracts
Samples: Registration Rights Agreement (Alleghany Corp /De), Registration Rights Agreement (Darwin Professional Underwriters Inc), Registration Rights Agreement (Darwin Professional Underwriters Inc)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Registrable Securities agrees thatagrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1 or 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company Stratos or any security convertible into or exchangeable or exercisable for any equity security of the Company Stratos (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 one hundred eighty (180) days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless the Company and its executive officers and directors are subject to a substantially similar provision Stratos hereby also so agrees (except that the Company Stratos 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). The Company agrees Equivalent or otherwise pursuant to any employee benefit arrangements) 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 sold or issued by the Company Stratos purchased from Stratos at any time hereafter other than in a public offering so to agree agree), and (ii) to be bound to the extent requested in writing by a substantially similar Lock-up in managing underwriter of any underwritten public offering effected by Stratos for its own account, it will not sell any Common Stock (other than as part of such underwritten public offering) during the event of an underwritten registration pursuant to Section 2.1 or 2.2time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days.
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Samples: Registration Rights Agreement (Stratos Lightwave Inc), Registration Rights Agreement (Stratos Lightwave Inc)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Holder, whether or not its securities are Registrable Securities agrees thatSecurities, (i) agrees, to the extent requested in writing by a managing underwriter, if any, (whether or not it signs an additional lockup letter) of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1 or 2.22.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus customary seventeen (17) day lockup extension periods) or such shorter period as 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 180 days (a "Lock-up"plus customary seventeen (17) day lockup extension periods); provided, however, that each Holder shall not be required to be subject to a Lock-up unless ) and the Company and its executive officers and directors are subject to a substantially similar provision hereby also 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 Stock Equivalent). The Company agrees ) 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering to agree to be bound to a substantially similar Lock-up in the event of an underwritten registration pursuant to Section 2.1 or 2.2so agree.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (FTT Holdings, Inc.)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder seller 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 or 2.25.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provideddays, however, that each Holder shall not be required to be subject to a Lock-up unless and the Company and its executive officers and directors are subject to a substantially similar provision hereby (i) 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). The Company ) and (ii) agrees to use its commercially 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering so to agree agree. Each seller of Registrable Securities also agrees that, to be bound to the extent requested in writing by a substantially similar Lock-up in managing underwriter of any underwritten public offering effected by the event Company for its own account, it will not sell any Common Stock (other than as part of an such underwritten registration pursuant to Section 2.1 or 2.2.public
Appears in 1 contract
Samples: Investment Agreement (NTL Inc)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder 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 or 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless the Company and its executive officers and directors are subject to a substantially similar provision (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). The Company agrees to use its reasonable best efforts to cause each holder Holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company sold or issued by the Company at any time hereafter other than in a public offering offering, which Holder owns more than 2% of the outstanding equity securities of the Company (on an as converted basis), to agree to be bound to a substantially similar Lock-up in the event of an underwritten registration pursuant to Section 2.1 or 2.2.
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Samples: Registration Rights Agreement (Celldex Therapeutics Inc)
Limitations on Sale or Distribution of Other Securities. 14 16 (a) Each Holder 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 or 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless the Company and its executive officers and directors are subject to a substantially similar provision (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). The Company agrees 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 sold or issued by the Company at any time hereafter other than in a public offering to agree to be bound to a substantially similar Lock-up in the event of an underwritten registration pursuant to Section 2.1 or 2.2.
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Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Registrable Securities agrees that, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1 or 2.22.1, 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 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 (other than as part of such underwritten public offering) during the time period (following the effectiveness of the Registration Statement) reasonably requested by the managing underwriter, not to exceed 180 90 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless and the Company and its executive officers and directors are subject to a substantially similar provision 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-8S- 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). The Company agrees ) 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering so to agree and shall include the limitations on sale or distribution of securities set forth in this Section 2.6 in any future permitted issuances of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company, other than in a public offering and other than the common stock specifically contemplated to be bound to a substantially similar Lock-up sold in the event of an underwritten registration pursuant to Section 2.1 or 2.2Purchase Agreement).
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Samples: Registration Rights Agreement (Wallersutton 2000 Lp)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Registrable Securities agrees that, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1 or 2.22.1, 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 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 (other than as part of such underwritten public offering) during the time period (following the effectiveness of the Registration Statement) reasonably requested by the managing underwriter, not to exceed 180 90 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless and the Company and its executive officers and directors are subject to a substantially similar provision 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-8S- 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). The Company agrees ) 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering so to agree and shall include the limitations on sale or distribution of securities set forth in this Section 2.7 in any future permitted issuances of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company, other than in a public offering and other than the common stock specifically contemplated to be bound to a substantially similar Lock-up sold in the event of an underwritten registration pursuant to Section 2.1 or 2.2Purchase Agreement).
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Samples: Registration Rights Agreement (Teraglobal Communications Corp)
Limitations on Sale or Distribution of Other Securities. (a) Each Holder Seller of Registrable Securities agrees thatagrees, (i) to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1 or 2.22.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, 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) or to purchase or sell any Common Stock Equivalent or enter into any Derivative Transaction during the time period reasonably requested by the managing underwriter, not to exceed 180 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless and the Company and its executive officers and directors are subject to a substantially similar provision 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 F-4 (if reasonably acceptable to such managing underwriter) or Form S-8S-8 (or otherwise in connection with any employee benefits plan), 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). The Company agrees ) to use its commercially 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering so to agree agree), and (ii) to be bound to the extent requested in writing by a substantially similar Lock-up in managing underwriter of any underwritten public offering effected by the event Company for its own account, not sell any Common Stock (other than as part of an such underwritten registration pursuant to Section 2.1 or 2.2public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 days.
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Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Registrable Securities agrees that, (i) to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 2.1 or 2.27.1 and only if the number of Registrable Securities to be registered is not limited pursuant to Section 7.1(d), each Holder of Registrable Securities agrees during the one year commencing the date hereof not to sell, transfer or otherwise dispose ofof (other than in a private transaction), including any sale pursuant to Rule 144 under the Securities Act, any 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 (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 90 days (a "Lock-up"); provided, however, that each Holder shall not be required to be subject to a Lock-up unless and the Company and its executive officers and directors are subject to a substantially similar provision 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 options, warrants or securities convertible into Common Stock Equivalent). The Company agrees Stock) 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 sold or issued by purchased from the Company at any time hereafter other than in a public offering so to agree agree). Each managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities set forth in this Section 7.5 and shall be bound to a substantially similar Lock-up in third party beneficiary of the event provisions of an underwritten registration pursuant to this Section 2.1 or 2.27.5.
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