Common use of Restrictions on Sale by Holders Clause in Contracts

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 the Company, without the prior consent of the managing underwriter. The provisions of this Section 1.4 will not apply to a Holder unless such Holder is a Participating Holder or is otherwise a director, executive officer or a stockholder owning more than five percent (5%) of the Company’s outstanding Common Stock.

Restrictions on Sale by Holders. Each Holder hereby agrees thatof Warrants and Registrable Securities whose Warrants and Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.2 and are to be sold thereunder agrees, if and whenever to 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 extent reasonably requested by the managing underwriter or underwriters in an underwritten public offering, agrees not to enter into a “lock-up agreement” containing terms (including the duration effect any public sale or distribution of Warrants and Registrable Securities or of securities 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 Company of the registration statement 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 shall not exceed one hundred eighty (during the 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-day period beginning on, 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 each underwritten offering made pursuant to such offering and shall not exceed ninety (90) days following Registration Statement, to the extent timely notified in writing by the Company or such closing date) that are customary at managing underwriter or underwriters. In order to enforce the time such agreement is entered into for offerings of similar size and typeforegoing covenant, and the Company shall use its commercially reasonable efforts have the right 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-stop transfer instructions with respect to the Common Stock or other securities subject to the foregoing restrictions Warrants and Registrable Securities until the end of the relevant lock-up such 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 the Company, without the prior consent of the managing underwriter. The provisions of this Section 1.4 will 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 a Holder unless any Holders of Warrants and Registrable Securities if such Holder is a Participating 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 is otherwise a director, executive officer 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 a stockholder owning more than five percent (5%) of distribution to the Company’s outstanding Common Stockmanaging underwriter or underwriters.

Restrictions on Sale by Holders. Each Holder hereby agrees that, if and whenever the Company Corporation (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)(vi1.4(c), 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, 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 Corporation shall cause all of the Corporation’s directors and executive officers, and shall use its commercially reasonable efforts to cause any stockholder owning more than five ten percent (510%) of the CompanyCorporation’s outstanding Common Stock 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, including, without limitation, the right of a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company Corporation 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 forgoingforegoing, 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 ActAct (or any similar rule promulgated by the SEC then in force), of any Registrable Securities, any other equity securities of the Company Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the CompanyCorporation, without the prior consent of the managing underwriter. The provisions of this Section 1.4 1.5 will not apply to a Holder unless such Holder is a Participating Holder or is otherwise a director, executive officer or a stockholder owning more than five ten percent (510%) of the CompanyCorporation’s outstanding Common Stock.

Restrictions on Sale by Holders. Each Holder hereby agrees thatof Registrable Securities to be sold hereunder agrees, if and whenever to 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 extent reasonably requested in Section 1.2(b)(vi), such Holder, if requested writing by the managing underwriter or underwriters in an underwritten offering, agrees not to enter into a “lock-up agreement” containing terms (including the duration effect any public sale or distribution of Registrable Securities or of securities 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 Company of the registration statement same class as (except as part of such underwritten offering) any securities included in such Registration Statement, including a sale pursuant to Rule 144, during the 30-day period prior to, and shall not exceed one hundred eighty (180) days in during the case of an IPO or ninety (90) days in the case of any registration under the Securities Act other than an IPO-day period beginning on, 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 each underwritten offering made pursuant to such offering and shall not exceed ninety Registration Statement (90) days following such closing date) except, in the event that are customary at the time such agreement Registration Statement is entered into for offerings filed on behalf 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 (anyone 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 the Company, without then the 30-day period prior consent to, and during the 30-day period beginning on, the closing date pursuant to such Registration Statement, except in each case to the extent permitted by such managing underwriter or underwriters (which permission must be on a pro rata basis for all Holders or, if not pro rata, shall relieve all Holders of the managing underwriterrestriction herein set forth)). The foregoing provisions of this Section 1.4 will 2.2(b) shall not apply (A) to a any Holder unless of Registrable Securities if such Holder is a Participating 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 is otherwise a directordistribution of any Registrable Securities commencing on the date of sale of such Registrable Securities unless it has provided 30 days' prior written notice of such sale or distribution to such managing underwriter or underwriters, executive officer or a stockholder owning more than five percent (5%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 Company’s outstanding Common Stocktransferring Holder, and (D) to any transfers of Registrable Securities covered by any effective Registration Statement.