Restrictions on Public Sale by Designated Holders. To the extent (i) requested (A) by the Company or the Initiating Holders, as the case may be, in the case of a non-underwritten public offering and (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering and (ii) all of the Company's officers, directors and holders in excess of one percent (1%) of its outstanding capital stock execute agreements identical to those referred to in this Section 5(a), each Designated Holder agrees (x) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale any Registrable Securities and (y) not to make any request for a Demand Registration under this Agreement, during the ninety (90) day period or such shorter period, if any, mutually agreed upon by such Designated Holder and the requesting party beginning on the effective date of the Registration Statement (except as part of such registration) for such public offering. No Designated Holder of Registrable Securities subject to this Section 5(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) unless all other Designated Holders of Registrable Securities subject to the same obligation are also released. All Designated Holders of Registrable Securities shall be automatically released from any obligations under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon the expiration of the 90 day period.
Restrictions on Public Sale by Designated Holders. To the extent requested (A) by the Company or the Initiating Holders, as the case may be, in the case of a non-underwritten public offering and (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Designated Holder of Registrable Securities agrees (x) not to effect any sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of Registrable Securities and (y) not to make any request for a Demand Registration under this Agreement, during the one hundred-twenty (120) day period or such shorter period, if any, agreed to by the requesting party beginning on the effective date of such Registration Statement (except as part of such registration). No Designated Holder of Registrable Securities subject to this Section 5.1 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5.1 except to the extent all other Designated Holders of Registrable Securities subject to the same obligation are also released.
Restrictions on Public Sale by Designated Holders. If and to the extent ------------------------------------------------- requested by the Company, the Initiating Holders or the S-3 Initiating Holders, as the case may be, in the case of a non-underwritten public offering or if and to the extent requested by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Designated Holder of Registrable Securities agrees (i) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, and (ii) not to make any request for a Demand Registration or S-3 Registration under this Agreement, during the 90-day period or such shorter period agreed upon by such Designated Holder and the requesting party beginning on the effective date of such Registration Statement (except as part of such registration).
Restrictions on Public Sale by Designated Holders. Each of the Designated Holders agrees not to effect any public sale or distribution of any Registrable Securities being registered or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during the 90 day period beginning on the effective date of such Registration Statement (except as part of such registration), (i) in the case of a non-underwritten public offering, if and to the extent requested by the Company or (ii) in the case of an underwritten public offering, if and to the extent requested by the Approved Underwriter (in the event of a Demand Registration pursuant to Section 3) or the Company's underwriters (in the event of an Incidental Registration pursuant to Section 4(a)), as the case may be.
Restrictions on Public Sale by Designated Holders. Each of the Designated Holders agrees not to effect any public sale or distribution of any Registrable Securities being registered or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a public sale pursuant to Rule 144 under the Securities Act, during the ninety (90) day period beginning on the effective date of such registration statement (except as part of such registration), (i) in the case of a non-underwritten public offering, if and to the extent requested by the Initiating Holders (in the event of a Demand Registration pursuant to Section 3) or the Company (in the event of an Incidental Registration pursuant to Section 4(a)), as the case may be, or (ii) in the case of an underwritten public offering, if and to the extent requested by the Approved Underwriter (in the event of a Demand Registration pursuant to Section 3) or the Company Underwriter (in the event of an Incidental Registration pursuant to Section 4(a)), as the case may be.
Restrictions on Public Sale by Designated Holders. Each Designated Holder of Registrable Securities agrees not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Act, during the 180-day period beginning on the effective date of any Registration Statement (except as part of such registration), if and to the extent requested by the Company in the case of a nonunderwritten public offering or if and to the extent requested by the Company Underwriter in the case of an underwritten public offering.
Restrictions on Public Sale by Designated Holders. Each Designated Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or Affiliates of a Designated Holder who agree to be similarly bound) within seven days prior to and for up to 90 days following the effective date of a registration statement of the Company filed under the Securities Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities (the “Black-Out Period”); provided, however, that:
(i) all executive officers and directors of the Company then holding Common Shares shall enter into similar agreements;
(ii) the Company shall use commercially reasonable efforts to obtain similar agreements from each 5% or greater equity holders of the Company; and
(iii) the Designated Holders shall be allowed any concession or proportionate release allowed to any officer, director or other 5% or greater equity holders of the Company that entered into similar agreements. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 2.5 and to impose stop transfer instructions with respect to the Registrable Securities and such other Common Shares of a Designated Holder (and the Common Shares or securities of every other person subject to the foregoing restriction) until the end of such period.
Restrictions on Public Sale by Designated Holders. Each Designated Holder hereby agrees that it shall not, to the extent requested by the Company or, in the case of an underwritten offering, the Managing Underwriter, directly or indirectly, sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Common Shares (other than to donees or Affiliates of such Designated Holder who agree to be similarly bound) within fifteen (15) days prior to, and for (1) one hundred eighty (180) days, in the event of the IPO (or such other period as may be requested by the Company or the Managing Underwriter pursuant to the Lock-Up Agreement) or (2) 90 days (or such shorter period as agreed upon with the Company and the Managing Underwriter), in the event of any subsequent offering, beginning on, the date of an underwriting agreement with respect to an underwritten offering of Common Shares by the Company, either directly or on behalf of the applicable Designated Holder; provided, however, that the Company shall provide prior notice to the Designated Holders of any offering contemplated by this Section 3.1(d); and provided, further, that:
Restrictions on Public Sale by Designated Holders. To the extent requested (A) by the Company, in the case of a non-underwritten public offering and (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Investor agrees (x) not to make any request for a Demand Registration under this Agreement for the period referred to in Section 3.1(b) and (y) not to effect any sale or distribution of any Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of Common Stock during the 120-day or, following the second anniversary of the date hereof, 90 day period (or such shorter period, if any, agreed to by the re- questing party) beginning on the effective date of any Registration Statement for such underwritten public offering (except as part of such registration); provided the provisions of clause (y) shall terminate with respect to any Registration Statement in which the Investor is not a selling stockholder to the extent the Investors own less than 5% of the outstanding shares of Common Stock of the Company. The Investors shall be relieved from any obligation provided for in this Section to the extent that the Company or any holder of 5% or more of the outstanding shares of Common Stock of the Company (or any person within the common control of any such person or a family member of any such person) subject to a registration rights agreement with the Company shall be released from any obligation similar to the foregoing.
Restrictions on Public Sale by Designated Holders. If and to the extent requested by the Company, the Initiating Holders or the S-3 Initiating Holders, as the case may be, in the case of a non-underwritten public offering or if and to the extent requested by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Designated Holder of Registrable Securities agrees not to effect any sale, short sale, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during (i) with respect to an Initial Public Offering, the 180-day period or such shorter period agreed upon by such Designated Holder and the requesting party or (ii) in any other case, the 90-day period or such shorter period agreed upon by such Designated Holder and the requesting party, beginning on the effective date of such Registration Statement (except as part of such registration). The Company may impose stop-transfer instructions with respect to such securities
