Restrictions on Public Sale by Holders. Each Selling Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement during a period, not to exceed 90 days, beginning on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the managing underwriters.
Restrictions on Public Sale by Holders. (a) Each Holder that participates in any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority Amount, hereby agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) and the managing underwriter or underwriters in such underwritten offering, whereby such Holder(s) agrees not to effect any public sale or distribution of any of the Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect.
(b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offering, the Corporation will not effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the effective date of such registration, or such lesser period ...
Restrictions on Public Sale by Holders. Each Holder agrees not to effect any public sale or distribution of Registrable Securities for a period of up to 30 days following completion of an Underwritten Offering of equity securities by the Company; provided that (i) the Company gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on the Company or on the officers or directors or any other shareholder of the Company on whom a restriction is imposed; provided further, that this Section 2.8 shall not apply to any Holder that, (i) together with such Holder’s Affiliates, holds less than 5% of the Company’s outstanding Class A Common Stock or (ii) has delivered (and not revoked) an Opt-Out Notice to the Company.
Restrictions on Public Sale by Holders. If requested by the lead managing underwriter, the Company and each 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 Securities Act, or otherwise to make a Demand Request or a Form S-3 Demand, during a period of not more than ten (10) days before and one hundred and eighty (180) days after, in the case of an IPO, or ninety (90) days after, in the case of any other firm underwriting public offering of securities of the Company, commencing on the effective date of the registration statement relating to such IPO or public offering (the “Lock-Up Period”), unless expressly authorized to do so by the lead managing underwriter; provided, however, that if any other holder of securities of the Company that is subject to a similar lock-up period shall be subject to a shorter period or receives more advantageous terms than the period or terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and, notwithstanding the foregoing, the Holders shall not be required to sign lock-up agreements unless all of the Company’s directors, executive officers and securities holders owning five percent (5%) or more of the Registrable Securities have signed lock-up agreements with the managing underwriters. Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including the right of a Holder to make transfers to certain Affiliates and transfers related to shares of securities owned by Holders as a result of open market purchases made following the closing of the IPO. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the relevant period.
Restrictions on Public Sale by Holders. During the period of duration specified by the Company and an underwriter of common stock or other securities of the Company convertible into common stock, following the effective date of a registration statement of the Company filed under the Securities Act, the Holder(s) shall not, to the extent requested by the Company and/or such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period, except Registrable Securities included in such registration; provided, however, that such hold-back time period shall not exceed 90 days (180 days in connection with the Company's initial public offering of its Common Stock). The Holder(s) agree to provide to the underwriters of any public offering of the Company such further agreements as such underwriters may reasonably request in connection with the hold-back agreement provided for in this Section 3.1; provided that the terms of such agreements are substantially consistent with the provisions of this Section 3.1. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities until the end of such period. Notwithstanding the foregoing, the obligations described in this Section 3.1 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a Rule 145 transaction.
Restrictions on Public Sale by Holders. Each Holder agrees, if requested in writing by:
(i) the managing underwriter or underwriters in an underwritten primary offering of equity securities of the Company made pursuant to the Securities Act; or
(ii) the principal placement agent or agents in any offering of equity securities to be effected by the Company pursuant to an exemption from registration under the Securities Act; not to effect any public sale or distribution of any Registrable Securities, including a sale pursuant to Rule 144 (or any successor provision) under the Securities Act (except to the extent included in any such offering or distribution pursuant to Sections 2.1 or 3.1), during the period starting with the date 15 days prior to and ending on the date 90 days after the closing date of any such offering, sale or distribution; provided that, with respect to a given offering of securities, (x) each other Holder is similarly restricted and (y) each director and executive officer (including any "key" employees) of the Company agrees in writing to identical restrictions.
Restrictions on Public Sale by Holders. To the extent not inconsistent with applicable law, the Holders agree 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 Act, during the ninety (90) day period (or such longer period as Wellspring agrees to be bound by) beginning on the effective date of such Demand Registration or Piggy-Back Registration or other underwritten offering (except as part of such registration), if and to the extent requested by the Company Underwriter, in the case of an underwritten public offering.
Restrictions on Public Sale by Holders. If (x) requested (A) by the Company, the Initiating Holders or the F-3 Initiating Holders, as the case may be, in the case of a non-underwritten public offering or (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering and (y) all of the Company’s officers and directors, and all of the Company’s shareholders holding more than one percent (1%) of the Company’s outstanding capital stock, execute agreements setting forth restrictions identical to those referred to in this Section 7.1, no Holder shall, during the ninety (90) day period commencing on the effective date of any Registration Statement filed by the Company in connection with any public offering of Ordinary Shares, (x) 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 without limitation a sale pursuant to Rule 144 under the Securities Act), except pursuant to such registration, or (y) make any request for a Demand Registration or F-3 Registration under this Agreement. No Holder or officer, director or other shareholder shall be released from any obligation under this Section 7.1 or under any agreement setting forth restrictions similar to those set forth in this Section 7.1 unless all other Holders are also released from their obligations under this Section 7.1.
Restrictions on Public Sale by Holders. Each Holder agrees, in connection with any underwritten offering made pursuant to a Registration Statement (whether or not such Holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any Demand Notice, in each case during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than (a) ninety (90) days with respect to any underwritten public offering made prior to the second anniversary of the IPO or (b) sixty (60) days with respect to any underwritten public offering made after the second anniversary of the IPO, after the date of the Prospectus (or Prospectus supplement if the offering is a Shelf Registration) pursuant to which such public offering shall be made or such shorter period as is required by the managing underwriter, provided, however, that the Company and all officers, directors and managers, as applicable, of the Company must be subject to the same restrictions.
Restrictions on Public Sale by Holders. To the extent not inconsistent with applicable law, each Holder 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 Act, during the seven (7) days prior to or the ninety (90) day period beginning on the effective date of such Demand Registration or Piggy-Back Registration or other underwritten offering (except as part of such registration), if and to the extent requested by any other Holder, in the case of a non-underwritten public offering, or if and to the extent requested by the Company Underwriter, in the case of an underwritten public offering. To the extent not inconsistent with applicable law, each Holder also agrees that, during the period of duration (not to exceed 180 days) specified by the Company and an underwriter of Common Stock in connection with an Initial Public Offering, following the effective date of a registration statement of the Company filed under the Act relating to such Initial Public Offering, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period (except Registrable Securities included in such registration).
