Common use of Holdback Arrangements Clause in Contracts

Holdback Arrangements. (a) Restrictions on Public Sale by Purchaser. (i) Purchaser agrees, ---------------------------------------- if the applicable offering is a primary Underwritten Offering of Common Shares for cash for the account of the Company as to which Purchaser is eligible to participate pursuant to Section 2(b), the requirements of the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of ----------- the Registration Statement or any shorter period which the sole or lead managing Underwriter shall request (except to the extent permitted for sales of Purchaser's Registrable Securities pursuant to the Registration Statement). Purchaser shall not be obligated to agree to the restrictions set forth in this Section 3(a)(i) (A) unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company or a Company subsidiary or a newly formed holding company (based upon the closing price of the Common Shares in the principal trading market therefor as of the close of trading on the trading date immediately preceding the date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) day after giving the Company Notice, and (B) unless at least one hundred eighty (180) days have elapsed since the expiration or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the ----------- restrictions of this Section 3(a)(i) apply (except in the case of the initial -------------- such Company registration).

Holdback Arrangements. (a) Restrictions on Public Sale by Purchaser. (i) Purchaser The Company and each Holder of Transfer Restricted Securities agrees, ---------------------------------------- if the applicable offering is a primary Underwritten Offering of Common Shares for cash for the account of the Company as to which Purchaser is eligible to participate pursuant to Section 2(b), the requirements of the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter requested in such Offering so requests, not to effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of ----------- the Registration Statement or any shorter period which writing by the sole or lead managing Underwriter shall request underwriter in connection with a Qualified IPO, 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 Transfer Restricted Securities or warrants or other rights to purchase Transfer Restricted 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 Transfer Restricted Securities, or warrants or other rights to purchase Transfer Restricted 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 5, collectively, the "LOCK-UP AGREEMENT"), during the time period reasonably requested by the sole or lead managing underwriter not to exceed one hundred and eighty (180) days, beginning on the effective date of the Registration Statement for such Qualified IPO (except as part of such underwritten offering or pursuant to registrations on Forms S-4, S-8 or S-3 (to the extent permitted for sales such form relates solely to a stock pur▇▇▇▇▇ ▇▇ dividend reinvestment plan)) without the prior written consent of Purchaser's Registrable Securities pursuant the sole or lead managing underwriter (the "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 Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Registration Statement)Company occurs or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release (and does release) earnings results during the sixteen (16) day period beginning on the last day of the 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. Purchaser Notwithstanding the foregoing, the Holders of Transfer Restricted Securities shall not be obligated to agree to enter into the restrictions Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at least 2% of the Company's voting securities and/or securities of the Company convertible into, or exercisable or exchangeable for, voting securities of the Company enter into identical agreements, with the agreement of the Holders (including the proviso set forth in this Section 3(a)(i) (A) unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company or a Company subsidiary or a newly formed holding company (based upon the closing price of the Common Shares in the principal trading market therefor as of the close of trading on the trading date immediately preceding sentence) being on no more onerous terms than any other agreements entered into by any other Person (the date of the Company Notice with respect to such offering"OTHER LOCK-UP AGREEMENTS"), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) day after giving the Company Notice, and (B) unless at least one hundred eighty the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits of any release or modification of any Other Lock-Up Agreement for any other Person and (180ii) days have elapsed since the expiration Lock-Up Agreement shall automatically terminate upon any release or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the ----------- restrictions Other Lock-Up Agreement of this Section 3(a)(i) apply (except in the case of the initial -------------- such Company registration)any other Person.

Holdback Arrangements. (a) Restrictions on Public Sale by Purchaser. . (i) Purchaser agrees, ---------------------------------------- if the applicable offering is a primary Underwritten Offering of Common Shares for cash for the account of the Company as to which Purchaser is eligible to participate pursuant to Section 2(b), the requirements of the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of ----------- the Registration Statement or any shorter period which the sole or lead managing Underwriter shall request (except to the extent permitted for sales of Purchaser's Registrable Securities pursuant to the Registration Statement). Purchaser shall not be obligated to agree to the restrictions set forth in this Section 3(a)(i) (A) unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company or a Company subsidiary or a newly formed holding company (based upon the closing price of the Common Shares in the principal trading market therefor as of the close of trading on the trading date immediately preceding the date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) day after giving the Company Notice, and (B) unless at least one hundred eighty (180) days have elapsed since the expiration or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the ----------- restrictions of this Section 3(a)(i) apply (except in the case of the initial -------------- such Company registration).

Holdback Arrangements. (a) Restrictions on Public Sale by Purchaser. Each Shareholder agrees not to (i) Purchaser agreessell, ---------------------------------------- if the applicable offering is a primary Underwritten Offering offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of Common or agree to dispose of, directly or indirectly, any Shares for cash for the account or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company as economic consequences of ownership of Shares, or warrants or other rights to which Purchaser purchase Shares, whether any such transaction is eligible to participate pursuant to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 2(b4.06, collectively, the "Lock-Up Agreement"), the requirements of the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the time period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of ----------- the Registration Statement or any shorter period which reasonably requested by the sole or lead managing Underwriter shall request not to exceed 90 days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies (except as part of such Underwritten Offering or pursuant to registrations on Forms S-4, S-8 or S-3 (to the extent permitted for sales such form relates solely to a stock purc▇▇▇▇ ▇▇ dividend reinvestment plan)) without the prior written consent of Purchaser's Registrable Securities pursuant the sole or lead managing Underwriter (the "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 Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Registration Statement)Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) calendar day period beginning on the last day of the 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. Purchaser Notwithstanding the foregoing, the Shareholders shall not be obligated to agree to enter into the restrictions Lock-Up Agreement unless (A) all executive officers and directors of the Company and all Persons holding at least 10% of the Company's voting securities enter into identical agreements, with the agreement of the Shareholders (including the proviso set forth in this Section 3(a)(i) (A) unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company or a Company subsidiary or a newly formed holding company (based upon the closing price of the Common Shares in the principal trading market therefor as of the close of trading on the trading date immediately preceding the date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective sentence) being on no more onerous terms than any other agreements entered into by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) day after giving the Company Noticeany other Person, and (B) unless at least one hundred eighty (180) days have elapsed since the expiration Lock-Up Agreement is explicitly conditioned on the Shareholder receiving the benefits of any release or termination modification of Purchaser's such agreement pursuant for any other Person subject to this Section 2(a) with respect to any prior Company registration to which the ----------- restrictions of this Section 3(a)(i) apply (except in the case of the initial -------------- such Company registration)an agreement or similar agreement.