Common use of Participation; Holdback Clause in Contracts

Participation; Holdback. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes such questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as are customary and reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 5(b) hereof, or to the underwriters with respect thereto. (b) Without limiting the generality of Section 5(a), no holder of Registrable Securities shall effect any public sale or distribution of any Registrable Securities or of any other capital stock or equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration unless the underwriters managing the registration otherwise agree; provided that (without limiting the provisions of any other lock-up to which a holder of Registrable Securities may be subject) in the event that the underwriters managing the registration agree to release any holder of Registrable Securities from the provisions of this Section 6(b) with respect to all or any portion of such holder's Registrable Securities, such release shall be effective only if each holder is ratably (based on the number of Registrable Securities held by each such holder) released from the provisions of this Section 6(b). The restrictions on the transfer of Registrable Securities set forth in this Section 6(b) shall continue with respect to each Registrable Security until the date on which such Registrable Security has been transferred in a Public Sale.

Participation; Holdback. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes such questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as are customary and reasonably required under the terms of such underwriting arrangements; provided PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section SECTION 5(b) hereof, or to the underwriters with respect thereto. (b) Without limiting the generality of Section SECTION 5(a), no holder of Registrable Securities shall effect any public sale or distribution of any Registrable Securities or of any other capital stock or equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration unless the underwriters managing the registration otherwise agree; provided PROVIDED that (without limiting the provisions of any other lock-up to which a holder of Registrable Securities may be subject) in the event that the underwriters managing the registration agree to release any holder of Registrable Securities from the provisions of this Section SECTION 6(b) with respect to all or any portion of such holder's Registrable Securities, such release shall be effective only if each holder is ratably (based on the number of Registrable Securities held by each such holder) released from the provisions of this Section SECTION 6(b). The restrictions on the transfer of Registrable Securities set forth in this Section SECTION 6(b) shall continue with respect to each Registrable Security until the date on which such Registrable Security has been transferred in a Public Sale.

Participation; Holdback. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes such questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as are customary and reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 5(b) hereof, or to the underwriters with respect thereto. (b) Without limiting the generality of Section 5(a), no holder of Registrable Securities shall effect any public sale or distribution of any Registrable Securities or of any other capital stock or equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and the 180-day period beginning on the effective date of the Company’s Initial Public Offering and during the seven days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration Registration, unless in either case the underwriters managing the registration otherwise agree; provided that (without limiting the provisions of any other lock-up to which a holder of Registrable Securities may be subject) in the event that the underwriters managing the registration agree to release any holder of Registrable Securities from the provisions of this Section 6(b) with respect to all or any portion of such holder's ’s Registrable Securities, such release shall be effective only if each holder is ratably (based on the number of Registrable Securities held by each such holder) released from the provisions of this Section 6(b). The restrictions on the transfer of Registrable Securities set forth in this Section 6(b) shall continue with respect to each Registrable Security until the date on which such Registrable Security has been transferred in a Public Sale.

Participation; Holdback. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes such questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as are customary and reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 5(b) hereof, or to the underwriters with respect thereto. (b) Without limiting the generality of Section 5(a), no holder of Registrable Securities shall effect any public sale or distribution of any Registrable Securities or of any other capital stock or equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration unless the underwriters managing the registration otherwise agree; provided that (without limiting the provisions of any other lock-up to which a holder of Registrable Securities may be subject) in the event that the underwriters managing the registration agree to release any holder of Registrable Securities from the provisions of this Section 6(b) with respect to all or any portion of such holder's Registrable Securities, such release shall be effective only if each holder is ratably (based on the number of Registrable Securities held by each such holder) released from the provisions of this Section 6(b). The restrictions on the transfer of Registrable Securities set forth in this Section 6(b) shall continue with respect to each Registrable Security until the date on which such Registrable Security has been transferred in a Public Sale.