Common use of Restrictions on Public Sale by Designated Holders Clause in Contracts

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 (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(a6(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, or Shelf Registration 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(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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. (i) 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 officersoffering, 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 such 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 (or any successor rule or regulation) promulgated under the Securities Act, or offer to sell, contract to sell (including including, without limitation 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 of, any Registrable Securities and (y) except as otherwise consented to by the Company, not to make any request for a Demand Registration or S-3 Registration under this Agreement, in each case, during the ninety (90) day period or such shorter periodSpecified Period, if any, mutually agreed upon by such Designated Holder and the requesting party beginning on the effective date of the Registration Statement (except in each case as part of such registration) for such underwritten public offering. No Notwithstanding the foregoing, (A) any Designated Holder of that does not have Registrable Securities included in an underwritten offering shall not be subject to the foregoing obligations under this Section 5(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a7(a)(i) unless all of the executive officers and directors of the Company and all of the other Designated Holders of Registrable Securities are subject to the same obligation are also released. All obligations, and (B) any discretionary waiver or termination of any Lock-up Agreement applicable to any of the Company’s executive officers or directors or Designated Holders of Registrable Securities shall be automatically released from apply to the Crestview Holders and any obligations under any agreement, arrangement or understanding entered into Permitted Assignees thereof to which his rights hereunder are assigned pursuant to Section 2(d) hereof, pro rata based upon the number of shares subject to such obligations. To the extent that any Designated Holder does not hold any Registrable Securities, then the provisions of this Section 5(a7(a)(i) immediately upon the expiration of the 90 day periodshall not apply to such Designated Holder.

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, and in any case, on the date that is two years from the date of this Agreement.

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.this

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 Each Designated Holder of Registrable Securities agrees (x) 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, 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 such registration statement (except as part of such registration) for such ), if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the Company Underwriter or the Approved Underwriter in the case of an underwritten public offering. No , except to the extent that such Designated Holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold Registrable Securities subject from sale or is acting in its capacity as a fiduciary or investment adviser. If requested by the Company Underwriter, each Designated Holder will execute and deliver a lock-up agreement in a form acceptable to such Underwriter and the Company for purposes of its obligations under this Section 5(a) 5. Without limiting the scope of the term "fiduciary," a Designated Holder shall be released from any obligation under any agreement, arrangement deemed to be acting as a fiduciary or understanding entered into pursuant to this Section 5(a) unless all other Designated Holders of an investment adviser if its actions or the Registrable Securities proposed to be sold are subject to the same obligation are also released. All Designated Holders Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or if such Registrable Securities shall be automatically released from any obligations are held in a separate account under any agreement, arrangement applicable insurance law or understanding entered into pursuant to this Section 5(a) immediately upon the expiration of the 90 day periodregulation.

Restrictions on Public Sale by Designated Holders. To the extent If (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 offering, and (ii) all of the Company's executive 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)5.01, each Designated Holder (including the Initiating Holders or the S-3 Initiating Holders, as the case may be) 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 or S-3 Registration under this Agreement, during the ninety period beginning on the 15th day prior to the expected effective date (90as determined by the Company, which shall notify the Designated Holders of such date in writing) of such Registration Statement and ending on the 90th day period following the actual effective date of such Registration Statement, 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 If any Designated Holder of Registrable Securities subject to this Section 5(a) shall be the foregoing restrictions, or director, executive officer or other stockholder, is released from any obligation under any agreement, arrangement or understanding entered into pursuant to described in this Section 5(a) unless 5.01, to any extent, 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 agreementsuch obligation, arrangement to the same extent as such Designated Holder, director, executive officer or understanding entered into pursuant to this Section 5(a) immediately upon the expiration of the 90 day periodother stockholder.

Restrictions on Public Sale by Designated Holders. To Any Designated Holder selling Registrable Securities pursuant to a Registration Statement under Sections 3, 4 or 5 of this Agreement, to the extent (i) requested (A) by the Company Company, the Initiating Holders or the S-3 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 executive 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(a6(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 or S-3 Registration under this Agreement, during the ninety period beginning on the fifteenth (9015th) day period prior to the expected effective date (as determined by the Company, which shall notify the Designated Holders of such date in writing) of such Registration Statement and ending on the ninetieth (90th) day following the actual effective date of such Registration Statement, 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) the foregoing restrictions shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(a) unless all other Designated Holders of Registrable Securities subject to the same obligation are also released. All Further, to the extent that any Designated Holders Holder is subject to any trading restriction policy, or other similar policy, adopted by the Board of Registrable Securities Directors, such Designated Holder shall be automatically released from any obligations under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon comply with the expiration applicable restrictions of the 90 day periodsuch policy.

Restrictions on Public Sale by Designated Holders. To ------------------------------------------------- the extent (i) requested (A) by the Company on the one hand or the Initiating Holders or S-3 Initiating Holders, as on the case may beother hand, 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 executive officers, directors and holders in excess of one percent (1%) of its outstanding capital stock Major Stockholders execute agreements identical to those referred to in this Section 5(a)6, 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(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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 Any Designated Holder selling Registrable Securities pursuant to a Registration Statement under Sections 3, 4 or 5 of this Agreement, to the extent (i) requested (A) by the Company Company, the Initiating Holders or the S-3 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 ’s executive 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(a6(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 or S-3 Registration under this Agreement, during the ninety period beginning on the fifteenth (9015th) day period prior to the expected effective date (as determined by the Company, which shall notify the Designated Holders of such date in writing) of such Registration Statement and ending on the ninetieth (90th) day following the actual effective date of such Registration Statement, 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) the foregoing restrictions shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(a) unless all other Designated Holders of Registrable Securities subject to the same obligation are also released. All Further, to the extent that any Designated Holders Holder is subject to any trading restriction policy, or other similar policy, adopted by the Board of Registrable Securities Directors, such Designated Holder shall be automatically released from any obligations under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon comply with the expiration applicable restrictions of the 90 day periodsuch policy.

Restrictions on Public Sale by Designated Holders. To In connection with the extent (i) Company's initial underwritten public offering, the Designated Holders, if requested (A) in good faith by the Company or and 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 managing underwriter of the Company's officerssecurities, 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) shall agree not to effect any public sale sell or distribution otherwise transfer or dispose of any Registrable Securities or of the Company held by them (except for any securities convertible into or exchangeable or exercisable sold pursuant to such registration statement) for a period following the effective date of such registration statement as agreed to by the holders of not less than a majority of the Registrable Securities, including PROVIDED, HOWEVER that in no event shall such period exceed 180 days. In connection with any other underwritten public offering by the Company, to the extent holders of not less than a sale pursuant to Rule 144 under majority of the Registrable 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 have agreed with the same economic effect as a public sale any Registrable Securities and (ymanaging underwriter(s) not to make sell or otherwise transfer or dispose of any request of the Registrable Securities held by each of them (except for any securities sold pursuant to such registration statement) for a Demand Registration under this Agreement, during period of time after the effective date of any such registration statement (such period not to exceed ninety (90) day period or such shorter period, if any, mutually agreed upon by such days) in order to effect an orderly public distribution thereof and each Designated Holder who either participates in such offering or has been afforded the opportunity to participate in such offering on a pro rata basis with the Initiating Holders 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 participating in such offering shall, if requested in good faith by the Company and the managing underwriter, enter into and execute such an agreement with such managing underwriter(s) and the Company pertaining to a restriction on the transfer of any Registrable Securities subject of the Company then held by them (and not included in such registration) during such same time period and on the same terms and conditions as the agreement made by said holders of a majority of the Registrable Securities. The foregoing provisions of this Section 6(a) shall only be applicable to the same obligation are also released. All Designated Holders of Registrable Securities shall be automatically released from extent that, with respect to any obligations under any agreementapplicable registration, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon the expiration five officers of the 90 day periodCompany holding the greatest number of shares of capital stock of the Company (assuming exercise or conversion of all exercisable or convertible securities) and all directors of the Company enter into similar agreements.

Restrictions on Public Sale by Designated Holders. To In the event of the Initial Public Offering, to the extent (i) requested (A) by the Company or the Initiating Holders, as the case may be, in the case Company’s managing underwriter 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 its Initial Public Offering and (ii) all of the Company's ’s officers, directors and holders in excess of one percent (1%) of its outstanding voting share capital stock execute agreements identical to those referred to in this Section 5(a6(a), each Designated Holder agrees (x) not to effect any public sale or distribution of any Registrable Securities equity securities of the Company or of any securities convertible into or exchangeable or exercisable for such Registrable Securitiesequity securities of the Company, 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 purchase, enter into any hedging or similar transaction with the same economic effect as a public sale or otherwise dispose of any Registrable Securities equity securities of the Company and (y) not to make any request for a Demand Registration or F-3 Registration under this Agreement, during the ninety (90) 180 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 offeringInitial Public Offering. No Designated Holder of Registrable Securities subject to this Section 5(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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 agreementNotwithstanding the foregoing, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon during such restricted period, the expiration Founder Trusts may transfer equity securities of the 90 day periodCompany from such Founders Trusts back to their respective grantors in order to repay any annuity in connection therewith.

Restrictions on Public Sale by Designated Holders. To the extent (i) requested (A) by the Company or the Initiating Holders, as the case may beCompany, 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)offering, each Designated Holder of Registrable Securities 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 of Registrable Securities and (y) not to make any request for a Demand Registration under this Agreement, during the ninety (90) 180 day period or such shorter period, if any, mutually agreed upon to by such Designated Holder and the requesting party beginning on the effective date of the such Registration Statement (except as part of such registration); PROVIDED, that, if the Company or any Approved Underwriter or Company Underwriter requests that a Designated Holder be subject to clauses (x) for and/or (y), all Designated Holders shall thereupon become subject to the same restrictions upon the same terms; PROVIDED, HOWEVER, that, with respect to each Designated Holder, the provisions of clause (x) shall terminate with respect to any Registration Statement in which such public offeringDesignated Holder is not a participant if such Designated Holder and its Affiliates own less than 5% of the outstanding shares of Common Stock of the Company before giving effect to any such offering pursuant to such Registration Statement. No holder of 5% or more of the outstanding shares of Common Stock of the Company (nor any person within the common control of any such person or a family member of any such person) subject to a registration rights agreement shall be released by the Company from any obligation similar to the foregoing unless the Designated Holders are also offered such a release. No Designated Holder of Registrable Securities subject to this Section 5(a) 5.1 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) unless 5.1 except to the extent 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 (i) requested (A) by the Company Company, the Initiating Holders or the S-3 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 ’s executive officers, directors and holders in excess of one percent (1%) of its outstanding capital stock equity securities execute agreements identical substantially similar (provided that the period during which such executive officers, directors and holders may not take the actions set forth in the following clause (x) is identical) to those referred to in this Section 5(a6(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 including, without limitation limitation, any short sale), grant any option to purchase purchase, or enter into any hedging or similar transaction with the same economic effect as a public sale with respect to, any Registrable Securities and (y) not to make any request for a Demand Registration or S-3 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(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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 (i) requested (A) by the Company or the Initiating Holders, as the case may beCompany, 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)offering, each Designated Holder of Registrable Securities 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 of Registrable Securities and (y) not to make any request for a Demand Registration under this Agreement, during the ninety (90) 180 day period or such shorter period, if any, mutually agreed upon to by such Designated Holder and the requesting party beginning on the effective date of the such Registration Statement (except as part of such registration); provided, that, if the Company or any Approved Underwriter or Company Underwriter requests that a Designated Holder be subject to clauses (x) for and/or (y), all Designated Holders shall thereupon become subject to the same restrictions upon the same terms; provided, however, that, with respect to each Designated Holder, the provisions of clause (x) shall terminate with respect to any Registration Statement in which such public offeringDesignated Holder is not a participant if such Designated Holder and its Affiliates own less than 5% of the outstanding shares of Common Stock of the Company before giving effect to any such offering pursuant to such Registration Statement. No holder of 5% or more of the outstanding shares of Common Stock of the Company (nor any person within the common control of any such person or a family member of any such person) subject to a registration rights agreement shall be released by the Company from any obligation similar to the foregoing unless the Designated Holders are also offered such a release. No Designated Holder of Registrable Securities subject to this Section 5(a) 5.1 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a) unless 5.1 except to the extent 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 (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 (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 (i) requested (A) by any of (x) the Company or (y) the Initiating HoldersHolders or S-3 Initiating Holders holding a majority of the Registrable Securities initially requested to be included in a registration effected pursuant to Section 3(a) or Section 5 hereof, 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 ’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(a6(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 or S-3 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(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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 (i) requested (A) by the Company Company, the Initiating Holders or the S-3 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 executive officers, directors and holders in excess of one ten percent (110%) of its outstanding capital stock execute agreements identical to those referred to in this Section 5(a6(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 or S-3 Registration under this Agreement, during the ninety period beginning on the fifteenth (9015th) day period prior to the expected effective date (as determined by the Company, which shall notify the Designated Holders of such date in writing) of such Registration Statement and ending on the ninetieth (90th) day following the actual effective date of such Registration Statement, or such shorter other 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 In connection with the Initial Public Offering, in lieu of the foregoing provisions of this Section 6(a), each Designated Holder shall comply with the terms of Registrable Securities subject to this Section 5(a) shall be released from any obligation under any agreement, arrangement or understanding its lock-up agreement entered into pursuant to this Section 5(a) unless all other Designated Holders of Registrable Securities subject to in connection with 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 periodInitial Public Offering.

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 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 Public Offering and (ii) all of the Company's officers, officers and 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(a6(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 with respect to any Registrable Securities and (y) not to make any request for a Demand Registration or Form S-3 Registration under this Agreement, during the ninety one hundred eighty (90180) 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 offeringPublic Offering. No Designated Holder of Registrable Securities subject to this Section 5(a6(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 5(a6(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(a6(a) immediately upon the expiration of the 90 180-day period.