Common use of Restrictions on Sale by the Company and Others Clause in Contracts

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such option, warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 3010-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Shelf Registration or Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereofhereof except that the Investors' Rights Agreement may be modified or amended to name additional investors as parties to that Agreement; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.42.5.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants agrees and agrees that it shall use its best efforts to cause its Affiliates to agree (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities similar to those being registered in accordance with Section 2 hereof, or any securities convertible into or exchangeable into or exchangeable or exercisable for such securities (or any option or other right for such securities) , during the 30-day period 14 days prior to, and during the 12090-day period beginning on, the commencement effective date of any Registration Statement (except as part of such Registration Statement) if, and to the extent, requested by the managing underwriter or underwriters in the case of an underwritten public offering and (ii) to use its best efforts to ensure that any agreement entered into after the date of Registrable Securities this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities (other than to officers or employees) shall contain a Demand Registration provision under which has been requested holders of such securities agree not to effect any sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of any such registration, if permitted); PROVIDED, HOWEVER, that the provisions of this AgreementSection 8 shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities. In the event of an underwritten public offering for the account of the Company with respect to which the Holders have the right to exercise "piggy-back" registration rights pursuant to Section 3 hereof and the Holders either (i) elect not to exercise such rights or (ii) elect to exercise such rights and either (A) all or some portion of the Registrable Shares held by the Holders are included in such offering pursuant to Section 3 hereof or (B) no Registrable Shares held by the Holders are included in such offering pursuant to Section 3 hereof and no securities of the Company held by any other Person are included in such offering pursuant to the exercise of "piggy-back" registration rights, upon the written request (the "Lock-up Request") of the managing underwriter (or a Piggy- Back Registration underwriters) of such offering, which has been scheduled, request shall be made at least 30 days prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary anticipated effective date of the Company toRegistration Statement for such offering, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein each Holder agrees not to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities similar to those being registered in such offering (other than pursuant to such offering), including without limitation, through sales of Securities pursuant to a Demand Registration Statement, during the 14 days prior to, and during the 90-day period beginning on, the effective date of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any Registration Statement relating to such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4offering.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or public distribution of any securities of the same class as any of the Warrants or Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Warrants or Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or public distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Warrants or Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Warrants or Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or public distribution of any securities of the same class as the Warrants or Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), ) or any option or other right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such option, warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 3010-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Shelf Registration or Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.such

Restrictions on Sale by the Company and Others. The In the event of an underwritten public offering for the account of the Company ---------------------------------------------- covenants and with respect to which the Holders have the right to exercise their rights to Piggy- Back Registration pursuant to Section 2(a) hereof or their rights to registration pursuant to Section 2(b) hereof, upon the written request (the "Lock-up Request") of the managing underwriter (or underwriters) of such offering, which request shall be made at least 20 days prior to the anticipated effective date of the Registration Statement for such offering, each Holder agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, to effect any public sale or distribution of any securities similar to those being registered in such offering (other than pursuant to such offering), including without limitation, through sales of Registrable Securities pursuant to the Shelf Registration Statement, during the 10 days prior to, and during the 180-day period beginning on, the effective date of the same class as any Registration Statement relating to such offering. The Company agrees, and agrees to cause all other Persons that hold five percent (5%) or more (on a fully-diluted basis) of the Registrable Securities Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such the Company's equity securities) during the 30-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to acquired from the Company or at any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, time after the date hereofof this Agreement (other than in a Public Sale), enter into any agreement or contract and each other Person that conflicts has been granted registration rights with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities respect to securities of the rights herein Company, to request a Demand Registration or to join agree that in connection with any Piggy-Back Registration subject to Lock- up Request the other terms Company and provisions hereof; and (iii) that it such Person shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the 10 days prior to, and during the 180-day period described in clause beginning on, the effective date of any Registration Statement (i) except as part of this Section 2.4such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such option, warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 3010-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; and (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Warrants or Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Warrants or Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) except as permitted herein, the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Warrants or Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Warrants or Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Warrants or Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) during the 10-day period prior to, and during the 90-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, it shall not, and that it shall not cause or permit any of its subsidiaries Subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to), other than any Common Stock and/or options, Warrants or other Common Stock purchase rights, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities Common Stock issued pursuant to a Demand Registration which has been requested such option, Warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary pursuant to this Agreement, stock purchase or a Piggy- Back Registration which has been scheduledstock option plans or other arrangements that are approved by the Board of Directors of the Company, prior to the Company or any of its subsidiaries Subsidiaries publicly announcing its intention to effect any such public sale or distribution; and (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company its Subsidiaries to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The ---------------------------------------------- Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such option, warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 3010-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; and (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights to employees, officers or directors of, or consultants or advisers to, the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 307-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.42.5.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Warrants or Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Warrants or Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Warrants or Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Warrants or Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Warrants or Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities Warrant Shares or any securities convertible into or exchangeable exchange able or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, on the commencement of any underwritten offering of Registrable Securities Warrant Shares pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduledWarrant, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) except as permitted herein, the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities Warrants or holders of Warrant Shares of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the holders of not less than a majority of the Warrant Shares to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities Warrant Shares (or any securities convertible into or exchangeable or exercisable for any an such securitiesshares), or any option or right for such securities shares during the period described in clause (i) of this Section 2.414(d).

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) ), other than any Common Stock and/or options, warrants or other Common Stock purchase rights, and the Common Stock issued pursuant to such option, warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company, during the 3010-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; and (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 3060-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this AgreementExhibit E, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) any agreement entered into after the date of this Exhibit E pursuant to which the Company grants registration rights with respect to any securities of the Company shall contain a provision under which the holders of such securities agree, in the event of an underwritten offering of Registrable Securities, not to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or other right for such securities, during the periods described in clause (i) of this Section 2.4, in each case including a sale pursuant to Rule 144; (iii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereofRegistration; and (iiiiv) that it shall use its reasonable best efforts to secure the written agreement of each of its officers officers, directors and directors principal stockholders to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or public distribution of any securities of the same class as any of the Warrants or Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Warrants or Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly publically announcing its intention to effect any such public sale or public distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Warrants or Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Warrants or Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or public distribution of any securities of the same class as the Warrants or Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), ) or any option or other right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) during the 10-day period prior to, and during the 60-day period beginning on, the commencement of any underwritten offering or Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, it shall not, and that it shall use its reasonable efforts not cause or permit any of its subsidiaries to, to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to), other than any Common Stock and/or options, Warrants or other Common Stock purchase rights, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities Common Stock issued pursuant to a Demand Registration which has been requested such option, Warrants or other rights, to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary pursuant to this Agreement, stock purchase or a Piggy- Back Registration which has been scheduledstock option plans or other arrangements that are approved by the Board of Directors of the Company, prior to the Company or any of its subsidiaries Subsidiaries publicly announcing its intention to effect any such public sale or distribution; and (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company its Subsidiaries to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and provided, however, that the Company's "reasonable efforts" undertaking under clause (iiii) that it above shall use its reasonable best efforts not be construed to secure limit or prohibit the written agreement of each of its officers and directors to not effect any Company from making a public sale or distribution that the Board of any securities Directors believes is material to the interests of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any Company during such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4period.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120180-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

Restrictions on Sale by the Company and Others. The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 12090-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Piggy-Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that upon request of the Holders of not less than a majority of the Registrable Securities to be included in such Registration Statement or any underwriter, it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any an such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.42.5.