Common use of Restrictions on Sale by Holders Clause in Contracts

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 or 2.2 (a "Piggy-Back Registration Statement") and are to be sold by the Holder thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringprimary offering of common stock or common equivalents the gross proceeds of which equal at least $10 million, 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 30-10 day period prior to, and during the 180-120 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 Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into 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 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 2.2 (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 (in connection with an initial public underwritten offering) or 90-day period (in connection with each subsequent public underwritten offering) 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' days= prior written notice of such sale or distribution to the managing underwriter or underwriters.

Restrictions on Sale by Holders. Each Holder of Warrants and Registrable Securities whose Warrants and Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.2 (a "Piggy-Back Registration Statement") 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 public offering, not to effect any public sale or distribution of Warrants and 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. In order to enforce the foregoing covenant, the Company shall have the right to impose stop transfer instructions with respect to the Warrants and Registrable Securities until the end of such period. The provisions of this Section 2.1 (c) shall be binding upon any transferee of any Warrants or Registrable Securities. The foregoing provisions of this Section 2.2(c2.1 (c) shall not apply to any Holders of Warrants and Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into 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 Warrants and Registrable Securities commencing on the date of sale of such Warrants and 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 Warrants and Registrable Securities whose Warrants and Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.2 (a "Piggy-Back Registration Statement") 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 public offering, not to effect any public sale or distribution of Warrants and 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(c2.1(c) shall not apply to any Holders of Warrants and Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into 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 Warrants and Registrable Securities commencing on the date of sale of such Warrants and 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 Warrants and Registrable Securities whose Warrants and 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 Warrants and 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. In order to enforce the foregoing covenant, the Company shall have the right to impose stop transfer instructions with respect to the Warrants and Registrable Securities until the end of such period. The provisions of this Section 2.2(c) shall be binding upon any transferee of any Warrants or Registrable Securities. The foregoing provisions of Section 2.2(c) shall not apply to any Holders of Warrants and Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into 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 Warrants and Registrable Securities commencing on the date of sale of such Warrants and 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 2.2 (a "Piggy-Back Registration Statement") and are to be sold thereunder hereunder agrees, if and to the extent reasonably requested in writing 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 (except as part of such underwritten offering) any securities included in such Piggy-Back Registration Statement, including a sale pursuant to Rule 144 (except as part of such underwritten offering)144, during the 30-day period prior to, and during the 18090-day period beginning on, the closing date of each underwritten offering made pursuant to such PiggyRegistration Statement (except, in the event that the Registration Statement is filed on behalf of anyone other than the Company, then the 30-Back day period prior to, and during the 30-day period beginning on, the closing date pursuant to such Registration Statement, except in each case to the extent timely notified in writing permitted by the Company or such managing underwriter or underwritersunderwriters (which permission must be on a pro rata basis for all Holders or, if not pro rata, shall relieve all Holders of the restriction herein set forth)). The foregoing provisions of this Section 2.2(c2.2(b) shall not apply (A) to any Holders 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 commencing on the date of sale of such Registrable Securities unless it has provided 45 30 days' prior written notice of such sale or distribution to the such managing underwriter or underwriters, (B) to any transfer by any Holder to its Affiliate so long as the transferee agrees to be limited to the same restrictions set forth in the first paragraph of this Section 2.2(b) as applied to the transferring Holder, and (D) to any transfers of Registrable Securities covered by any effective Registration Statement.

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 or 2.2 (a "Piggy-Back Registration Statement") and are to be sold by the Holder thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringoffering of common stock or common equivalents the gross proceeds of which equal at least $10.0 million, 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 30-10 day period prior to, and during the 180-180 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 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 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 Warrants and Registrable Securities whose Warrants and Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.2 (a "Piggy-Back Registration Statement") 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 public offering, not to effect any public sale or distribution of Warrants and 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(c2.1(c) shall not apply to any Holders of Warrants and 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 Warrants and Registrable Securities commencing on the date of sale of such 11 Warrants and 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 Warrants and Registrable Securities whose Warrants and 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 Warrants and 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 Warrants and Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into 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 Warrants and Registrable Securities commencing on the date of sale of such Warrants and 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 Warrants and Registrable Securities whose Warrants and 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 Warrants and 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 Warrants and 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 Warrants and Registrable Securities commencing on the date of sale of such Warrants and 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 2.2 (a "Piggy-Back Registration Statement") and are to be sold thereunder 2.1 agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringoffering of Common Stock or common equivalents the gross proceeds of which equal at least $30,000,000, 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 3010-day period prior to, and during the 180-day period beginning on, the closing date commencement 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(c2.1(c) shall not apply to any Holders Holder of Registrable Securities if such Holder is prevented by an 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 forty-five (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 2.2 (a "Piggy-Back Registration Statement") 2.1 and are to be sold by the Holder thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringoffering of common stock or common equivalents the gross proceeds of which equal at least $35.0 million, 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 3010-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(c2.1(c) shall not apply to any Holders Holder of Registrable Securities if such Holder is prevented by an 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 2.2 (a "Piggy-Back Registration Statement") 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 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 (in connection with an initial public underwritten offering) or 90-day period (in connection with any subsequent public underwritten offering) beginning on, the closing date of each such 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(c2.1(d) 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' 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 2.2 2.3 (a "PiggyPIGGY-Back Registration StatementBACK 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(c2.3(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; 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 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 2.2 (a "Piggy-Back Registration Statement") 2.1 and are to be sold by the Holder thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringoffering of common stock or common equivalents the gross proceeds of which equal at least $10.0 million, 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 3010-day period prior to, and during the 180-180- 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(c2.1(c) shall not apply to any Holders 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 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 2.2 (a "Piggy-Back Registration Statement") and are to be sold by the Holder thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offeringoffering of common stock or common equivalents the gross proceeds of which equal at least $10.0 million, 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 3010-day period prior to, and during the 180-180- 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 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 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.