Restrictions on Sale by Holders. Each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.2 (a "Piggy-Back Registration Statement") and are to be sold thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offering, not to effect any public sale or distribution of Registrable Securities or of securities of the Company of the same class as any securities included in such Piggy-Back Registration Statement, including a sale pursuant to Rule 144 (except as part of such underwritten offering), during the 30-day period prior to, and during the 180-day period beginning on, the closing date of each underwritten offering made pursuant to such Piggy-Back Registration Statement, to the extent timely notified in writing by the Company or such managing underwriter or underwriters. The foregoing provisions of Section 2.2(c) shall not apply to any Holders 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 commencing on the date of sale of such Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.
Restrictions on Sale by Holders. Each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.1 and are to be sold thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of Registrable Securities or of securities of the Company of the same class as any securities included in such Registration Statement, including a sale pursuant to Rule 144 (except as part of such underwritten offering), during the 30-day period prior to, and during the 120-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 or such managing underwriter or underwriters. The foregoing provisions of Section 2.1(c) 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 such public sale or distribution of Registrable Securities or of securities of the Company of the same class as any securities included in such Registration Statement, including a sale pursuant to Rule 144 (except as part of such underwritten offering) during such period, unless it has provided 45 days' prior written notice of such sale or distribution to the underwriter or underwriters.
Restrictions on Sale by Holders. Each Holder agrees, if such Holder is ------------------------------- so requested (pursuant to a timely written notice) by the managing underwriter or underwriters in an underwritten offering of any class of securities that constitutes Registrable Securities, not to effect any public sale or distribution of any of the Company's and OPCO's securities of such class (except as part of such underwritten offering), including a sale pursuant to Rule 144, during the 15-calendar day period prior to, and during the 90-calendar day period beginning on, the closing date of such underwritten offering.
Restrictions on Sale by Holders. Each Holder hereby agrees that, if and whenever the Company (i) proposes to register any of its equity securities under the Securities Act, whether or not for its own account, (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Demand Registration, or (iii) is conducting an underwritten “takedown” as described in Section 1.2(b)(vi), such Holder, if requested by the managing underwriter in an underwritten offering, agrees to enter into a “lock-up agreement” containing terms (including the duration of the lock-up period, which, unless a shorter period of time is acceptable to the managing underwriter thereto, for the avoidance of doubt, shall commence (1) in the case of clauses (i) or (ii) above, no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed one hundred eighty (180) days in the case of an IPO or ninety (90) days in the case of any registration under the Securities Act other than an IPO, following the effectiveness of the registration statement and (2) in the case of clause (iii) above, no earlier than ten (10) days prior to the closing date of such offering and shall not exceed ninety (90) days following such closing date) that are customary at the time such agreement is entered into for offerings of similar size and type, and the Company shall use its commercially reasonable efforts to cause any stockholder owning more than five percent (5%) of the Company’s outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith. Any such lock-up agreements signed by Holders shall contain reasonable and customary exceptions. The Company may impose stop-transfer instructions with respect to the Common Stock or other securities subject to the foregoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any sale or distribution (other than in connection with the public offering for which such lock-up agreement is being requested and other customary exceptions), including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of th...
Restrictions on Sale by Holders. 11.2 Notwithstanding anything herein to the contrary, and notwithstanding that the Registerable Securities may be registered and freely tradable, commencing on the Closing, a Holder may not transfer, sell or offer for sale under such Initial Registration statement or otherwise such Holder’s Registrable Securities for a period of nine (9) months. Commencing after the lapse of 9 months from the date of Closing, each of the Holders shall be entitled to sell up to 25% of such Holder’s Registrable Securities in each three month period. For purposes of this section 11, “
Restrictions on Sale by Holders. Each Holder agrees, if such Holder is so requested (pursuant to a timely written notice) by the Company and OPCO during any public offering, not to effect any public sale or distribution of any of the Company's and OPCO's securities of such class, including a sale pursuant to Rule 144, during the fifteen (15) calendar day period prior to, and during the sixty (60) calendar day period beginning on, the closing date of such offering.
Restrictions on Sale by Holders. If the Company shall at any time register any Registrable Securities or Common Stock under the Securities Act (including any registration pursuant to this Exhibit E) for sale to the public, each Holder of Registrable Securities agrees, if and to the extent reasonably requested by the Company or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of Registrable Securities or Common Stock, including a sale pursuant to Rule 144 (except as part of such offering), during the 60-day period prior to, and during the 180-day period beginning on, the closing date of each offering made pursuant to such registration, to the extent timely notified in writing by the Company or such managing underwriter or underwriters.
Restrictions on Sale by Holders. Each Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 2, 3 or 4 hereof agrees, if such Holder is so requested (pursuant to a timely written notice) by the managing underwriter in any Underwritten Offering by the Company for its own account, not to effect any public sale or distribution (or any other type of sale as the managing underwriter reasonably determines is necessary in order to effect the Underwritten Offering) of any Registrable Securities (except as part of the Underwritten Offering in accordance with Section 3), including a sale pursuant to Rule 144, during the 10 days prior to, and the 90 day period (or such additional period as the managing underwriter reasonably determines is necessary in order to effect the Underwritten Offering) commencing on, the effective date of the registration statement relating to such Underwritten Offering. If such a request is made, the Company may impose, during that period, appropriate stop-transfer instructions with respect to the Registrable Securities subject to the restrictions. If such a request is made when the Shelf Registration Statement is effective, the time period during which the Shelf Registration Statement is required to remain continuously effective pursuant to Section 4 will be extended by 100 days or such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement.
Restrictions on Sale by Holders. 3.2 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS.............
Restrictions on Sale by Holders. Each Holder agrees, by acquisition of such Registrable Securities, if timely requested in writing by the sole or lead managing Underwriter in an Underwritten Offering of any Registrable Securities, not to effect any public sale or distribution, including a sale pursuant to Rule 144 (or any successor provision having similar effect) under the Securities Act of any Registrable Securities or any other equity security of the Company (or any security convertible into or exchangeable or exercisable for any equity security of the Company) (except as part of such underwritten registration), during the nine business days (as such term is used in Rule 10b-6 under the Exchange Act) prior to, and during the time period reasonably requested by the sole or lead managing Underwriter not to exceed 180 days, beginning on the effective date of the applicable Registration Statement.
