Common use of Restriction on Other Sales Clause in Contracts

Restriction on Other Sales. If, in the case of either (or each) of the first two underwritten offerings after the date hereof that consist of or include offerings of Common Stock for the account of the Company registered pursuant to Section 5 of the 1933 Act, the managing underwriter(s) for such offering determine in good faith that public sales of Common Stock by the Holders otherwise than as part of such offering would adversely affect the success of such offering, and if the Holders, collectively, then own Registrable Shares constituting 10% or more of the fully diluted shares of Common Stock then outstanding (after giving effect to all sales, including any by Holders, and issuances of Common Stock or Rights to acquire Common Stock pursuant to the Registration Statement covering such offering), then to the extent requested by such managing underwriter(s), no Holder shall effect any sale or distribution into the public market of any Common Stock owned by such Holder, other than as part of such underwritten offering (to the extent that such Holder has the right or is otherwise allowed to participate therein), for such period after the effective date of the Registration Statement covering such offering as such managing underwriter(s) shall specify; provided that (i) such period shall not exceed 180 days; and (ii) each of the executive officers and the Directors of the Company who beneficially own Common Stock or Rights to acquire Common Stock, and each Person who holds a number of shares of Common Stock (including shares issuable upon exercise of Rights but excluding shares acquired in a public market) equal to or greater than the number of Registrable Shares held (after giving effect to any sales pursuant to such Registration Statement) by the Holders, collectively, also agree to be subject to the same restrictions for the same period and any waiver or release from such restriction granted to any such officer, director or Person is also granted to each of the Holders with respect to the same number of shares. Any contract or agreement entered into on or after the date hereof (other than any agreement between the Company and Silicon Valley Bank relating to 70,000 shares of Common Stock) pursuant to which the Company issues any securities or becomes or may become obligated to register or to permit the participation in the registration of any securities of the Company shall contain restrictions upon the holders of such securities equivalent to those imposed upon the Holders under this Section. The provisions of this Section 4.05 shall not prevent the conversion, exchange or exercise of any securities pursuant to their respective terms into or for other securities of the Company or any public sale or other distribution by any of the Holders with the prior consent of the Company, and are supplemental to any similar requirements imposed by the 1933 Act.

Restriction on Other Sales. If, in the case of either (or each) of the first two underwritten offerings after the date hereof that consist of or include offerings of Common Stock for the account of the Company registered pursuant to Section 5 of the 1933 Securities Act, the managing underwriter(s) for such offering determine in good faith that public sales of Common Stock by the Holders Investors otherwise than as part of such offering would adversely affect the success of such offering, and if the HoldersInvestors, collectively, then own Registrable Shares constituting 105% or more of the fully diluted shares of Common Stock then outstanding (after giving effect to all sales, including any by HoldersInvestors, and issuances of Common Stock or Rights to acquire Common Stock pursuant to the Registration Statement covering such offering), then to the extent requested by such managing underwriter(s), no Holder Investor shall effect any sale or distribution into the public market of any Common Stock owned by such HolderInvestor, other than as part of such underwritten offering (to the extent that such Holder Investor has the right or is otherwise allowed to participate therein), for such period after the effective date of the Registration Statement covering such offering as such managing underwriter(s) shall specify; , provided that (i) such period shall not exceed 180 days; ninety days and (ii) each of the executive officers and the Directors directors of the Company who beneficially own Common Stock or Rights to acquire Common Stock, and each Person who holds a number of shares of Common Stock (including shares issuable upon exercise of Rights but excluding shares acquired in a public market) equal to or greater than the number of Registrable Shares held (after giving effect to any sales pursuant to such Registration Statement) by the HoldersInvestors, collectively, also agree to be subject to the same restrictions for the same period and any waiver or release from such restriction granted to any such officer, director or Person is also granted to each of the Holders Investors with respect to the same number of shares. Any contract or agreement entered into on or after the date hereof (other than any agreement between the Company and Silicon Valley Bank relating to 70,000 shares of Common Stock) pursuant to which the Company issues any securities or becomes or may become obligated to register or to permit the participation in the registration of any securities of the Company shall contain restrictions upon the holders of such securities equivalent to those imposed upon the Holders Investors under this Section. The provisions of this Section 4.05 shall not prevent the conversion, exchange or exercise of any securities pursuant to their respective terms into or for other securities of the Company or any public sale or other distribution by any of the Holders Investors with the prior consent of the Company, and are supplemental to any similar requirements imposed by the 1933 Securities Act.

Restriction on Other Sales. If, in the case of either (or each) of the -------------------------- first two underwritten offerings offering after the date hereof of this Agreement that consist consists of or include includes offerings of Common Stock for the account of the Company registered pursuant to Section 5 of the 1933 Securities Act, the managing underwriter(s) for such offering determine in good faith that public sales of Common Stock by the Holders Investors otherwise than as part of such offering would adversely affect the success of such offering, and if the HoldersInvestors, collectively, then own Registrable Shares constituting 105% or more of the fully diluted shares of Common Stock then outstanding (after giving effect to all sales, including any by HoldersInvestors, and issuances of Common Stock or Rights to acquire Common Stock pursuant to the Registration Statement covering such offering), then to the extent requested by such managing underwriter(s), no Holder Investor shall effect any sale or distribution into the public market of any Common Stock owned by such HolderInvestor, other than as part of such underwritten offering (to the extent that such Holder Investor has the right or is otherwise allowed to participate therein), for such period after the effective date of the Registration Statement covering such offering as such managing underwriter(s) shall specify; , provided that (i) such -------- period shall not exceed 180 days; ninety days and (ii) each of the executive officers and the Directors directors of the Company who beneficially own Common Stock or Rights to acquire Common Stock, and each Person who holds a number of shares of Common Stock (including shares issuable upon exercise of Rights but excluding shares acquired in a public market) equal to or greater than the number of Registrable Shares held (after giving effect to any sales pursuant to such Registration Statement) by the HoldersInvestors, collectively, also agree to be subject to the same restrictions for the same period and any waiver or release from such restriction granted to any such officer, director or Person is also granted to each of the Holders Investors with respect to the same number of shares. Any contract or agreement entered into on or after the date hereof (other than any agreement between the Company and Silicon Valley Bank relating to 70,000 shares of Common Stock) pursuant to which the Company issues any securities or becomes or may become obligated to register or to permit the participation in the registration of any securities of the Company shall contain restrictions upon the holders of such securities equivalent to those imposed upon the Holders Investors under this Section. The provisions of this Section 4.05 ------------ shall not prevent the conversion, exchange or exercise of any securities pursuant to their respective terms into or for other securities of the Company or any public sale or other distribution by any of the Holders Investors with the prior consent of the Company, and are supplemental to any similar requirements imposed by the 1933 Securities Act.

Restriction on Other Sales. (a) If, in the case of either (or each) of the first two underwritten offerings after the date hereof that consist of or include offerings of Common Stock for the account of the Company registered pursuant to Section 5 of the 1933 Securities Act, the managing underwriter(s) for such offering determine in good faith that public sales of Common Stock by the Holders Investors otherwise than as part of such offering would adversely affect the success of such offering, and if the HoldersInvestors, collectively, then own Registrable Shares constituting 105% or more of the fully diluted shares of Common Stock then outstanding (after giving effect to all sales, including any by HoldersInvestors, and issuances of Common Stock or Rights to acquire Common Stock pursuant to the Registration Statement covering such offering), then to the extent requested by such managing underwriter(s), no Holder Investor shall effect any sale or distribution into the public market of any Common Stock owned by such HolderInvestor, other than as part of such underwritten offering (to the extent that such Holder Investor has the right or is otherwise allowed to participate therein), for such period after the effective date of the Registration Statement covering such offering as such managing underwriter(s) shall specify; , 23 provided that (i) such period shall not exceed ninety days, in the case of an -------- offering that is not the IPO, or 180 days; , in the case of the IPO and (ii) each of the executive officers and the Directors directors of the Company who beneficially own Common Stock or Rights to acquire Common Stock, and each Person who holds a number of shares of Common Stock (including shares issuable upon exercise of Rights but excluding shares acquired in a public market) equal to or greater than the number of Registrable Shares held (after giving effect to any sales pursuant to such Registration Statement) by the HoldersInvestors, collectively, also agree to be subject to the same restrictions for the same period and any waiver or release from such restriction granted to any such officer, director or Person is also granted to each of the Holders Investors with respect to the same number of shares. Any contract or agreement entered into on or after the date hereof (other than any agreement between the Company and Silicon Valley Bank relating to 70,000 shares of Common Stock) pursuant to which the Company issues any securities or becomes or may become obligated to register or to permit the participation in the registration of any securities of the Company shall contain restrictions upon the holders of such securities equivalent to those imposed upon the Holders Investors under this Section. The provisions of this Section 4.05 4.4 shall not prevent the conversion, exchange or ----------- exercise of any securities pursuant to their respective terms into or for other securities of the Company or any public sale or other distribution by any of the Holders Investors with the prior consent of the CompanyCompany or transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of either of the two offerings referred to in the first sentence of this Section, and are supplemental to any similar requirements imposed by the 1933 Securities Act. (b) Each of the Investors acknowledges that Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs") proposes to enter into an underwriting agreement with the Company providing for an IPO by certain underwriters, including Xxxxxxx Xxxxx. Each Investor, severally, not jointly, agrees that, subject to the condition stated in clause (ii) of the proviso of the first sentence of Section 4.4(a) and to the last two sentences of Section 4.4(a), such Investor will not, during the period commencing on the date hereof and ending 180 days after the date of the IPO (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or securities described in clause (i), whether any such transaction described in clause (i) or (ii) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except that such restriction shall not prevent assignments by the "Initial Purchasers" of their rights to acquire "Second Closing Securities" in accordance with the Purchase Agreement; provided, however, that this Section 4.4(b) shall automatically terminate upon the 181st day after the date of this Agreement if the IPO shall not have been consummated before that date or, if earlier, the decision of the Company or Xxxxxxx Xxxxx to terminate its discussion with the other relating to Xxxxxxx Sachs serving as the managing underwriter or one of the managing underwriters of the IPO. The Investors shall, if requested by the Company, execute and deliver to Xxxxxxx Xxxxx a separate letter by which they make the undertakings expressly provided in this section 4.4(b).