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 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.

Appears in 3 contracts

Samples: Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.), Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.), Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.)

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Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Employee agrees that, in the event that Holding the Company 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 Holdingthe Company, 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 1314; 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.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (IAA Acquisition Corp.), Nonqualified Stock Option Agreement (Del Pharmaceuticals, Inc.), Form Nonqualified Stock Option Agreement (Adesa California, LLC)

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Restrictions on Sale upon Public Offering. Except as otherwise provided in the Registration Rights Agreement, the Employee agrees that, in the event that Holding Holdings 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 Holdings Common Stock including, but not limited to, pursuant to Rule 144 under the Securities Act, within seven days prior to and 90 days (unless HoldingHoldings, 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.

Appears in 3 contracts

Samples: Exchange Stock Option Agreement (IAA Acquisition Corp.), Rollover Stock Option Agreement (Adesa California, LLC), Conversion Stock Option Agreement (Adesa California, LLC)

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