Restrictions on Sale upon Public Offering. The Optionee hereby agrees that, during the 20 day period prior to and the 180 days following the effective date of any registration statement filed by the Company under the Securities Act of 1933, as amended, with respect to any underwritten public offering of any shares of the Company's capital stock, the Optionee will not effect any public sale or distribution of shares of Common Stock (other than as part of such underwritten public offering).
Restrictions on Sale upon Public Offering. The Grantee agrees that, in the event that the Company or Burger King files a registration statement under the Securities Act with respect to an underwritten public offering of any shares of its capital stock, the Grantee will not effect any public sale or distribution of any shares of Common Stock, including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, during the 20 days prior to and the 180 days (or such longer period as may be specified by the underwriters) after the effective date of such registration statement. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Option Shares by him following a public offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” and/or non-U.S. securities laws.
Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Participant agrees that, in the event that the Company files a registration statement under the Act with respect to a public offering of any of its capital shares, the Participant will not effect any sale or distribution of Shares including, but not limited to, pursuant to Rule 144 under the Act, within seven days prior to and 90 days (unless the Company is advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of the registration statement relating to such registration (the “Trigger Date”), except as part of such registration or unless, in the case of a sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this Section 14; provided that, with respect to any shelf registration statement on Form S-3, the Trigger Date shall be the pricing of any offering made under such registration statement and the Participant agrees to execute a customary holdback agreement with the underwriters for any such public offering.
Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Employee agrees that, in the event that Holding files a registration statement under the Act with respect to a public offering of any shares of its capital stock, the Employee will not effect any sale or distribution of any shares of the Holding Common Stock including, but not limited to, pursuant to Rule 144 under the Securities Act, within seven days prior to and 90 days (unless Holding, in consultation with the managing underwriter, determines that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of the registration statement relating to such registration (the “Trigger Date”), except as part of such registration or unless, in the case of a sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this Section 13; provided that, with respect to any shelf registration statement on Form S-3, the Trigger Date shall be the pricing of any offering made under such registration statement and the Employee agrees to execute a customary holdback agreement with the underwriters for any such public offering.
Restrictions on Sale upon Public Offering. The Grantee hereby agrees that, notwithstanding the vesting of the Restricted Stock Units pursuant to Section 2(a) of this Agreement or the transfer of the shares of Common Stock covered thereby to the Grantee pursuant to Section 3(a) hereof, the Grantee will not effect any public sale or distribution of any of such shares of Common Stock during the 20 day period prior to and the 180 days following the effective date of any registration statement hereinafter filed by the Company under the Securities Act of 1933, as amended, with respect to any underwritten public offering of any shares of the Company's capital stock (other than as part of such underwritten public offering).
Restrictions on Sale upon Public Offering. The Purchaser ----------------------------------------- acknowledges and agrees that the Purchaser shall be entitled to the rights and subject to the obligations created under the Registration and Participation Agreement, dated as of November 30, 1993, among Holding and certain stockholders of Holding, as the same may be amended from time to time (the "Registration and ---------------- Participation Agreement"), and the Shares shall be deemed to be "registrable ----------------------- securities," as defined in the Registration and Participation Agreement, in each case, to the extent provided therein.
Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Participant agrees that, in the event that the Company files a registration statement under the Act with respect to a public offering of any shares of its capital stock, the Participant will not effect any sale or distribution of any shares of the Common Stock, including but not limited to, pursuant to Rule 144 under the Act, within seven days prior to and 180 days (or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of the registration statement relating to such registration (the “Trigger Date”), except as part of such registration or unless, in the case of a sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this Section 9; provided that with respect to any shelf registration statement on Form S-3, the Trigger Date shall be the pricing of any offering made under such registration statement and the Participant agrees to execute a customary holdback agreement with the underwriters for any such public offering.
Restrictions on Sale upon Public Offering. The Purchaser ----------------------------------------- acknowledges and agrees that, in the event that Holding files a registration statement under the Securities Act with respect to an underwritten public offering of any shares of its capital stock, the Purchaser will not effect any public sale or distribution of any shares of Common Stock (other than as part of such underwritten public offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, during the 20 days prior to and the 180 days after the effective date of such registration statement. The Purchaser further understands and acknowledges that any sale, transfer or other disposition of the Shares by him following any underwritten public offering of the Common Stock will be subject to compliance with, and may be limited under, the federal securities laws and/or state "blue sky" or non-U.S. securities laws.
Restrictions on Sale upon Public Offering. The Grantee agrees that, in the event that the Company or Burger King files a registration statement under the Securities Act with respect to an underwritten public offering of any shares of its capital stock, the Grantee will not effect any public sale or distribution of any shares of Common Stock, including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, during the 20 days prior to and the 180 days (or such longer period as may be specified by the underwriters) after the effective date of such registration statement. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Settlement Shares by him following a public offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” and/or non-U.S. securities laws. Section 6.5 Section 83(b) Election. The Grantee agrees that, within 20 days following the date on which any Vested Restricted Units are settled by Transfer to the Grantee of Settlement Shares that occurs prior to an Initial Public Offering, the Grantee shall give notice to the Company as to whether the Grantee has made or intends to make an election pursuant to Section 83(b) of the Code with respect to the Settlement Shares so Transferred on such date, and acknowledges that the Grantee will be solely responsible for any and all U.S., state, local and non-U.S. income and other tax liabilities payable by the Grantee in connection with the settlement of any Restricted Units or the Transfer or receipt of any Settlement Shares or attributable to the Grantee’s making or falling to make such an election. Section 6.6
Restrictions on Sale upon Public Offering. The Participant agrees that, in the event that the Company files a registration statement under the Securities Act with respect to an underwritten public offering of any Series F Shares, the Participant will not effect any public sale (including a sale under Rule 144) or distribution of any Series F Shares (other than as part of such underwritten public offering) during the 20 days prior to and the 180 days after the effective date of such registration statement.
