For the Holders. If the Company receives a request for registration pursuant to an underwritten offering of Registrable Securities pursuant to Section 2.1 or 2.2 (and if such a request is being implemented or has not been withdrawn or abandoned), each Holder agrees that, to the extent requested in writing by the managing underwriter(s), it will not effect any public or private offer, sale, distribution or other disposition of any Registrable Securities or Convertible Securities (other than as a part of such registration) during the 180-day period in the case of an initial public offering of Common Stock, or the 90-day period in the case of any other underwritten offering, in each case beginning on the effective date of such registration statement (or such shorter period as the managing underwriter(s) may require) (the “Restricted Period”), provided that: (i) each Holder has received the written notice required by Section 2.1(a) or 2.2(a), as applicable, (ii) in connection with such underwritten offering, each officer and director of the Company is subject to restrictions substantially equivalent to those imposed on the Holders, and (iii) if (A) the Company issues an earnings release, or material news or a material event relating to the Company occurs, during the last 17 days of the Restricted Period, or (B) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this clause (b) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 2 contracts
Sources: Investor Stockholders Agreement (Ikaria, Inc.), Investor Stockholders Agreement (Ikaria, Inc.)