Common use of Holdback Arrangements Clause in Contracts

Holdback Arrangements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, the Holder agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during and not exceeding 180 days after the effective date of a Registration Statement relating to an underwritten Registration of Registrable Securities, as may be reasonably requested by the managing underwriter or underwriters, except as part of such Registration Statement. (b) Restrictions on Public Sale by the Company. The Company agrees (x) not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities (other than any such sale or distribution of such securities in connection with any merger or consolidation involving the Company or a subsidiary thereof or the acquisition by the Company or a subsidiary thereof of the capital equity or substantially all of the assets of any other Person or with respect to any employee benefit or stock plan), during the fourteen (14) days prior to, and during such period not exceeding 180 days after the effective date of any Registration Statement except as part of such Registration Statement; and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period described in (x) above, in each case including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provision of this Section 6(b) shall not prevent the conversion or exchange of any securities pursuant to their terms as in effect prior to the commencement of such period into or for other securities.

Holdback Arrangements. (a) Restrictions on Public Sale by The Company and each Holder of Registrable Securities. To Restricted Securities agrees, if requested in writing by the extent not inconsistent sole or lead managing underwriter in connection with applicable lawan Excluded Offering, each Holder shall enter into a lock-up agreement, reasonably satisfactory to the Holder agrees Required Holders (each a "LOCK-UP AGREEMENT"), for such period of time reasonably requested by the sole or lead managing underwriter not to effect any public sale or distribution of the securities being registered or a similar security of the Companyexceed one hundred and eighty (180) days, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during and not exceeding 180 days after beginning on the effective date of a the Registration Statement relating to an underwritten Registration of Registrable Securities, as may be reasonably requested by the managing underwriter or underwriters, for such Excluded Offering (except as part of such Registration Statement. underwritten offering or pursuant to registrations on Forms S-4, S-8 or S-3 (bto the extent such form relates solely to a stock pu▇▇▇▇▇▇ ▇r dividend reinvestment plan)). Notwithstanding the foregoing, the Holders of Restricted Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) Restrictions on Public Sale by all officers and directors of the Company and all Persons holding at least 1% of the Company. The 's voting securities and/or securities of the Company agrees convertible into, or exercisable or exchangeable for, voting securities of the Company enter into identical agreements, with the agreement of the Holders (xincluding the proviso set forth in the immediately preceding sentence) not to effect being on no more onerous terms than any public sale or distribution other agreements entered into by any other Person (the "OTHER LOCK-UP AGREEMENTS"), and (B) the Lock-Up Agreement is explicitly conditioned on the Holder receiving the benefits of any securities similar to those being registered, release or modification of any securities convertible into Other Lock-Up Agreement for any other Person and (ii) the Lock-Up Agreement shall automatically terminate upon any release or exchangeable or exercisable for such securities (other than termination of any such sale or distribution of such securities in connection with any merger or consolidation involving the Company or a subsidiary thereof or the acquisition by the Company or a subsidiary thereof of the capital equity or substantially all of the assets Other Lock-Up Agreement of any other Person or with respect to any employee benefit or stock plan), during the fourteen (14) days prior to, and during such period not exceeding 180 days after the effective date of any Registration Statement except as part of such Registration Statement; and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period described in (x) above, in each case including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provision of this Section 6(b) shall not prevent the conversion or exchange of any securities pursuant to their terms as in effect prior to the commencement of such period into or for other securitiesPerson.