Common use of Other Registration Matters Clause in Contracts

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Securities covered by a Registration Statement referred to in this Section 16 will, upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section 16.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi). (ii) If a registration pursuant to Section 16.1 or 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (ia) Each Participating Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 Article XVI will, upon receipt of any notice from Purchaser Founder of the happening of any event of the kind described in Section 16.3(vi16.3(e), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement covering such Registrable Registerable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi16.3(e). (iib) If a registration pursuant to Section 16.1 or Section 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Participating Stockholder agrees, if his its shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders Participating Stockholder agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable SecuritiesRegisterable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement under the 1933 Act and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (ia) Each Participating Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 Article XVI will, upon receipt of any notice from Purchaser Founder of the happening of any event of the kind described in Section 16.3(vi16.3(e), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement covering such Registrable Registerable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi16.3(e). (iib) If a registration pursuant to Section 16.1 or Section 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Participating Stockholder agrees, if his its shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders Participating Stockholder agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable SecuritiesRegisterable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement under the 1933 Act and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date; provided however, if any Participating Stockholder is released from any such transfer restrictions, Partner Company Stockholder shall likewise be released from such transfer restrictions on a proportional basis.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Securities covered by a Registration Statement referred to in this Section 16 14 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi14.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi14.3(vi). (ii) If a registration pursuant to Section 16.1 14.1 or 16.2 14.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Stockholder (including his permitted assigns) agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.114.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Securities covered by a Registration Statement referred to in this Section 16 will, upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section 16.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi). (ii) If a registration pursuant to Section 16.1 or 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Stockholder (including his permitted assigns) agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. Section 5.1. Each Purchaser hereby agrees that, prior to the Second Anniversary, such Purchaser will not offer, sell or otherwise dispose of any Shares, in the open market or otherwise, during any period when such Purchaser beneficially owns more than 100,000 Shares and has knowledge that a Company registration statement is contemplated or pending or within ninety (i90) Each Stockholder holding shares days after the effective date under the Act with the Commission of Registrable Securities covered by any Company registration statement, in each case relating to a public offering or distribution of Common Stock (other than an Excluded Registration), other than as allowed under this Agreement. Section 5.2. In connection with the Resale Shelf Registration Statement referred or any Piggy Back Registration in which a Purchaser participates, such Purchaser shall furnish, or cause to be furnished, such information with respect thereto, and render such cooperation reasonably requested by the Company or any underwriter or broker-dealer involved in this such offering. In addition, Purchasers hereby agree to execute and enter into such additional agreements of indemnity, the lead managing underwriter(s)' customary underwriting agreement and any other underwriting documents in connection therewith as are reasonably requested by the lead managing underwriter(s) of such offering or by the Company. Section 16 will5.3. Upon receiving any notice hereunder respecting any contemplated or pending registration statement of the Company relating to a public offering or distribution of Common Stock, the Purchasers shall strictly maintain the confidentiality of such contemplated or pending registration statement, shall make no public disclosures or comments with respect thereto and shall not trade in the Company's Common Stock while in possession of such confidential information. Section 5.4. In connection with the Resale Shelf Registration Statement and any Piggy Back Registration in which a Purchaser participates, (a) such Purchaser shall indemnify and hold harmless the Company and any underwriters of such offering and their respective officers, directors and controlling persons from any and all loss, liability, claims, damages and expenses (including reasonable attorneys fees and disbursements) incurred by them and arising out of or based upon receipt any untrue statement or alleged untrue statement of a material fact furnished by such Purchaser for use in such registration statement or by the omission or alleged omission by such Purchaser to furnish material facts required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and (b) the Company shall indemnify and hold harmless such Purchaser from any and all loss, liability, claims, damages and expenses (including reasonable attorneys fees and disbursements) incurred by them and arising out of or based upon any untrue statement or alleged untrue statement of a material fact furnished by the Company for use in such registration statement or by the omission by the Company or alleged omission to furnish material facts pertaining to the Company and required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made. Section 5.5. The Company shall provide each Purchaser a reasonable opportunity to review and comment upon any registration statement that references such Purchaser prior to the time it is filed with the Commission, and provide the Purchasers with prompt notice of any notice from Purchaser of comment or inquiry by the happening of any event of SEC staff that relates the kind described in Purchasers or the Agreement. Section 16.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant 5.6. With a view to making available to the registration statement covering such Registrable Securities until such holder's receipt Purchasers the benefits of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi). (ii) If a registration pursuant to Section 16.1 or 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act or any other similar rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company to the public without registration ("Rule 144"), prior to the Second Anniversary, the Company agrees to: (a) comply with the provisions of paragraph (c) (1) of Rule 144; and (b) file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Registrable SecuritiesPurchaser, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (make available other than information as part required by, and so long as necessary to permit sales of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale Purchaser's Shares pursuant to the registration rights provided in Section 16.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective dateRule 144.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 18 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi18.3(vi), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement Registration Statement covering such Registrable Registerable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi18.3(vi). (ii) If a registration pursuant to Section 16.1 18.1 or 16.2 18.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx the Stockholders agrees, whether or not his shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, 16.1 of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective dateEffective Date.

Other Registration Matters. (i) Each Stockholder holding If Sellers have shares of Registrable Securities covered by a Registration Statement referred to in this Section 16 15 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi15.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of they receive the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi15.3(vi). (ii) If a registration pursuant to Section 16.1 15.1 or 16.2 15.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx agreesSellers (including their permitted assigns) agree, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his their shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees Sellers agree not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.115.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 19 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi19.3(vi), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement covering such Registrable Registerable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi19.3(vi). (ii) If a registration pursuant to Section 16.1 19.1 or 16.2 19.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Stockholder (including his permitted assigns) agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.119.1, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 15 will, upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section 16.3(vi15.3(vi), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement covering such Registrable Registerable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi15.3(vi). (ii) If a registration pursuant to Section 16.1 15.1 or 16.2 15.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx Stockholder and Xxx Xxxxxxx agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx its permitted assigns agrees, whether or not his its shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders Stockholder agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.115.1, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. By accepting certificates representing Parent Stock after the Effective Time, each Stockholder will be deemed to have covenanted and agreed with Parent as follows: (i) Each Any Founding Stockholder holding shares of Registrable Registerable Securities covered by a Registration Statement referred to in this Section 16 14 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi14.3(v), forthwith discontinue disposition of the Registrable Registerable Securities pursuant to the registration statement covering such Registrable Registerable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi14.3(v). (ii) If a registration pursuant to Section 16.1 14.1 or 16.2 Section 14.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx the Founding Stockholder agrees, if his its shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Registerable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Registerable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders Founding Stockholder agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.114.1, of any Registrable Registerable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable SecuritiesRegisterable Securities (other than as part of such underwritten offering), or to engage in other transactions customarily prohibited by underwriters in lock-up agreements, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement under the 1933 Act and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.

Other Registration Matters. (i) Each Stockholder holding shares of Registrable Securities covered by a Registration Statement referred to in this Section 16 will, upon receipt of any notice from Purchaser Parent of the happening of any event of the kind described in Section 16.3(vi), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 16.3(vi). (ii) If a registration pursuant to Section 16.1 or 16.2 involves an underwritten offering, each of Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx Stockholder (including his permitted assigns) agrees, if his shares of Registrable Securities are included in such registration, and Xxxxxxx X'Xxxx agrees, whether or not his shares of Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such underwritten offering), without the consent of the managing underwriter, during a period commencing seven calendar days before and ending 180 calendar days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. Similarly, each of the Stockholders agrees not to effect any sale or distribution, including any sale pursuant to the registration rights provided in Section 16.1, of any Registrable Securities, or of any security convertible into or exchangeable or exercisable for any Registrable Securities, without the consent of the managing underwriter of the IPO during a period commencing on the effective date of the Draft Registration Statement and ending 365 calendar days (or such lesser number as such managing underwriter shall designate) after such effective date.