Common use of Restrictions on Public Sale by Holder of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holder of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the managing underwriters in an underwritten offering not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 7-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified by the Company or the managing underwriters. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 90 days prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 2 contracts

Samples: Equity Registration Rights Agreement (Anc Rental Corp), Registration Rights Agreement (Anc Rental Corp)

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Restrictions on Public Sale by Holder of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the managing underwriters in an underwritten offering underwriters, not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of the Company of the same class as the securities included in such any Registration StatementStatement with respect to the Company's initial underwritten public offering of securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registrationoffering), during the 7ten-day period prior to, and and, during the 90120-day period beginning on, the closing date of each such underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities Holder if such holder Holder is prevented by applicable statute or regulation from entering any such agreement; PROVIDEDprovided, HOWEVERhowever, that any such holder Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any the applicable class of Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the such applicable class of Registrable Securities unless it has provided 90 days 45 days' prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 1 contract

Samples: Stock and Convertible Note Purchase Agreement (Electronic Retailing Systems International Inc)

Restrictions on Public Sale by Holder of Registrable Securities. Each Holder holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Article III or IV hereof agrees, if requested by the managing underwriters in an underwritten offering underwriters, not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of the Company Corporation of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), ) during the 7ten-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering (or best efforts underwritten offering in the case of a Registration Statement filed under Article III) of Registrable Securities made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Corporation or the managing underwriters. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute statue or regulation from entering any such agreement; PROVIDEDprovided, HOWEVERhowever, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any the applicable class of Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the such applicable class of Registrable Securities unless it has provided 90 days 45 days' prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Esynch Corp/Ca)

Restrictions on Public Sale by Holder of Registrable Securities. Each Holder holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to SECTION 6.01 hereof agrees, if requested by the managing underwriters in an underwritten offering offering, not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of the Company Issuer of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 715-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Issuer or the managing underwriters; PROVIDED, HOWEVER, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this SECTION 6.02(a) only once during any twelve-month period. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 90 45 days prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 1 contract

Samples: Warrant Agreement (Metromedia Fiber Network Inc)

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Restrictions on Public Sale by Holder of Registrable Securities. Each Holder holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 6.01 hereof agrees, if requested by the managing underwriters in an underwritten offering offering, not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of the Company Issuer of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 715-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Issuer or the managing underwriters; PROVIDED, HOWEVER, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 6.02(a) only once during any twelve-month period. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 90 45 days prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 1 contract

Samples: Warrant Agreement (Metromedia Fiber Network Inc)

Restrictions on Public Sale by Holder of Registrable Securities. Each Holder holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to SECTION 3 or 4 hereof agrees, if requested by the managing underwriters in an underwritten offering Underwritten Offering, not to effect any public sale or distribution of the Warrants or Warrant Shares or securities of any of the Company Registrants of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registrationUnderwritten Registration), during the 730-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company such Registrant or the managing underwriters; PROVIDED, HOWEVER, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this SECTION 5(A) only once during any 365-day period. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in its request to participate in any such underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of any Registrable Securities held by such holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 90 45 days prior written notice of such sale or distribution to the underwriter or underwriters.

Appears in 1 contract

Samples: Debt Registration Rights Agreement (Railamerica Inc /De)

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