Common use of Restrictions on Sale Clause in Contracts

Restrictions on Sale. The Company and each Holder of Registrable Securities agrees, if timely requested in writing by the sole or lead managing Underwriter in a Qualified Public Offering, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Registrable Securities or warrants or other rights to purchase Registrable Securities, or file or cause to be declared effective a registration statement under the Securities Act relating to the offer and sale of any shares of Registrable Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Registrable Securities, or warrants or other rights to purchase Registrable Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 3.1, collectively, the “Lock-Up Agreement”), during the time period reasonably requested by the sole or lead managing Underwriter not to exceed 180 days, beginning on the effective date of the Registration Statement for such Qualified Public Offering (except as part of such Underwritten Offering or pursuant to registrations on Forms S-4 or S-8) without the prior written consent of the sole or lead managing Underwriter (the “Qualified Public Offering Lock-Up Period”); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Qualified Public Offering Lock-Up Period and ends on the last day of the Qualified Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Qualified Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Qualified Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, (i) the Lock-Up Agreement shall not restrict any Holder from transferring any Notes to any Person who agrees to be bound by the provisions hereof and (ii) the Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at least five percent (5%) of the Company’s voting securities enter into substantially similar agreements, with the agreement of the Holder’s being on no more onerous terms than any other agreements entered into by any other Person, and (B) the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits of any release or modification of such agreement for any other Person subject to such an agreement or similar agreement.

Restrictions on Sale. The Company and each Holder of Registrable Securities agrees, if timely requested in writing by the sole or lead managing Underwriter in a Qualified Public Offering, Buyer hereby agrees not to (i) sellsell or otherwise transfer, offer to sell, contract or agree to sell, hypothecate, hedge, pledgemake any short sale of, grant any option to for the purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Registrable Securities or warrants or other rights to purchase Registrable Securities, or file or cause to be declared effective a registration statement under the Securities Act relating to the offer and sale of any shares of Registrable Securities, or (ii) enter into any swap hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other arrangement that transfers to another, in whole or in part, any securities) of the economic consequences of ownership of Registrable Securities, or warrants or Company held by the Buyer (other rights to purchase Registrable Securities, whether any such transaction is to be settled by delivery of such securities, than those included in cash or otherwise (the agreements contained in clauses (iregistration) and (ii) of this Section 3.1, collectively, the “Lock-Up Agreement”), during the time 180-day period reasonably requested by the sole or lead managing Underwriter not to exceed 180 days, beginning on following the effective date of the Registration Statement registration statement for such Qualified Public Offering the Company’s IPO (except as part including, without limitation, to accommodate regulatory restrictions on (i) the publication or other distribution of such Underwritten Offering research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or pursuant to registrations on Forms S-4 NYSE Rule 472(f)(4), or S-8any successor provisions or amendments thereto) without the prior written consent of the sole or lead managing Underwriter (the “Qualified Public Offering Lock-Up Period”); provided, howeverthat substantially all current holders, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Qualified Public Offering Lock-Up Period including all officers, directors and ends on the last day of the Qualified Public Offering Lock-Up Period5% holders, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Qualified Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Qualified Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, (i) the Lock-Up Agreement shall not restrict any Holder from transferring any Notes to any Person who agrees to be bound by the provisions hereof and (ii) the Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at least five percent (5%) of the Company’s voting securities enter into substantially similar agreements, with are bound by the agreement of the Holder’s being on no more onerous terms than any other agreements entered into by any other Person, and (B) same requirement during the Lock-Up Agreement is explicitly conditioned Period. The obligations described in this Section 4(d) shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the Holder receiving future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the benefits future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth below with respect to the shares of any release or modification Common Stock subject to the foregoing restriction until the end of such 180-day period. To effect the above, the Buyer agrees to execute a market stand-off agreement for any other Person subject to such an agreement or similar agreementwith the underwriters in the offering in customary form consistent with the provisions of this Section 4(d). THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE NOTE PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

Restrictions on Sale. The Company and each Holder of Registrable Securities agrees, if timely requested in writing by the sole or lead managing Underwriter in a Qualified Public Offering, Purchaser hereby agrees not to (i) sellsell or otherwise transfer, offer to sell, contract or agree to sell, hypothecate, hedge, pledgemake any short sale of, grant any option to for the purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Registrable Securities or warrants or other rights to purchase Registrable Securities, or file or cause to be declared effective a registration statement under the Securities Act relating to the offer and sale of any shares of Registrable Securities, or (ii) enter into any swap hedging or similar transaction with the same economic effect as a sale, of any Securities or other arrangement that transfers to another, in whole or in part, any securities of the economic consequences of ownership of Registrable Securities, or warrants or other rights to purchase Registrable Securities, whether any such transaction is to be settled Company held by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 3.1, collectively, the “Lock-Up Agreement”), Purchaser during the time 180-day period reasonably requested by the sole or lead managing Underwriter not to exceed 180 days, beginning on following the effective date of the Registration Statement registration statement for the Company’s IPO (or such Qualified Public Offering other period as may be requested by the Company or an underwriter solely to accommodate regulatory restrictions on (except as part i) the publication or other distribution of such Underwritten Offering research reports; and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or pursuant to registrations on Forms S-4 NYSE Rule 472(f)(4), or S-8) without the prior written consent of the sole any successor provisions or lead managing Underwriter (the amendments thereto)(the “Qualified Public Offering Lock-Up Period”); , provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Qualified Public Offering Lock-Up Period and ends on the last day of the Qualified Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Qualified Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Qualified Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, (i) the Lock-Up Agreement shall not restrict any Holder from transferring any Notes to any Person who agrees to be bound by the provisions hereof and (ii) the Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding holders of at least five percent (5%) % of the Company’s voting securities enter are bound by and have entered into substantially similar agreements. The obligations described in this Section 4.7 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 4.1 with respect to the shares of the Securities (or other securities of the Company) subject to the foregoing restriction until the end of such 180-day (or other) period. The Purchaser agrees to execute a market stand-off agreement with the agreement underwriters in the offering in customary form consistent with the provisions of this Section 4.7. Any discretionary waiver or termination of the Holder’s being on no more onerous terms than any other agreements entered into by any other Person, and (B) the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits restrictions of any release or modification all of such agreement for any other Person agreements by the Company or the underwriters shall apply pro rata to all holders subject to such an agreement or similar agreementagreements, pro rata based on the number of shares subject to such agreements.

Restrictions on Sale. The Company and each Each Holder of Registrable Securities agrees, if timely requested in writing by the sole or lead managing Underwriter in a Qualified any Underwritten Public Offering, Offering in which such Holder has been permitted to include Registrable Securities not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any Registrable Securities Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Registrable SecuritiesCommon Shares, or file or cause to be declared effective a registration statement under the Securities Act relating to the offer and sale of any shares of Registrable Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Registrable SecuritiesCommon Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Registrable SecuritiesCommon Stock, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii) and (iv) waives any rights the Holder may have to require registration of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares (the agreements contained in clauses (i) and (ii) of this Section 3.1, collectively, the “Lock-Up Agreement”), during the time period reasonably requested by the sole or lead managing Underwriter Underwriter, not to exceed 180 days, 90 days beginning on the effective date of the Registration Statement for such Qualified Public Offering (any Underwritten Offering, except as part of such Underwritten Offering or pursuant to registrations a registration on Forms S-4 or S-8) Form S-4, without the prior written consent of the sole or lead managing Underwriter (the “Qualified Public Underwritten Offering Lock-Up Period”); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Qualified Public Underwritten Offering Lock-Up Period and ends on the last day of the Qualified Public Underwritten Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occursoccurs which the Company has publicly disclosed, or (ii) prior to the expiration of the Qualified Public Underwritten Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Qualified Public Underwritten Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, (i) the Lock-Up Agreement shall not restrict any Holder from transferring any Notes to any Person who agrees to be bound by the provisions hereof and (ii) the Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at least five percent (5%) of the Company’s voting securities enter into substantially similar agreements, with the agreement of the Holder’s being on no more onerous terms than any other agreements entered into by any other Person, and (B) the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits of any release or modification of such agreement for any other Person subject to such an agreement or similar agreement.