Common use of Restrictions on Sale upon Public Offering Clause in Contracts

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.

Appears in 4 contracts

Samples: Nonqualified Stock Option Agreement (Lri Holdings, Inc.), Nonqualified Stock Option Agreement (Lri Holdings, Inc.), Stockholders Agreement (Lri Holdings, Inc.)

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Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the The Participant agrees that, in the event that the Company files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a public offering of any shares of its equity (including capital sharesstock of an Affiliate formed for the purpose of effecting the public offering), the Participant will not effect any sale or distribution of Shares any equity interests in the Company or any Affiliate, including, but not limited to, pursuant to Rule 144 under the Securities Act, within seven days prior to and 90 180 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 148; provided that, 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.

Appears in 2 contracts

Samples: Phantom Unit Agreement, Phantom Unit Agreement (iPayment Holdings, Inc)

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, 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.

Appears in 1 contract

Samples: Nonqualified Share Option Agreement (Third Point Reinsurance Ltd.)

Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Participant Employee 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 Employee 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 1412; provided that, 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 Employee agrees to execute a customary holdback agreement with the underwriters for any such public offering.

Appears in 1 contract

Samples: Restricted Share Award Agreement (Third Point Reinsurance Ltd.)

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Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Participant Director 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 Director 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 1415; provided that, 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 Director agrees to execute a customary holdback agreement with the underwriters for any such public offering.

Appears in 1 contract

Samples: Director Service Agreement (Third Point Reinsurance Ltd.)

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