Limitations on Sale or Distribution of Other Securities. (a) Each seller of Registrable Securities agrees that, to the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 5.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days, and the Company hereby (i) also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) and (ii) agrees to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree. Each seller of Registrable Securities also agrees that, to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, it will not sell any Common Stock (other than as part of such underwritten public
Appears in 1 contract
Sources: Investment Agreement (NTL Inc)
Limitations on Sale or Distribution of Other Securities. (a) Each seller of Registrable Securities agrees that, to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 5.12.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period (following the effectiveness of the Registration Statement) reasonably requested by the managing underwriter, not to exceed 180 days, 90 days (and the Company hereby (i) also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8S- 8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) and (ii) agrees to use its commercially reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree. Each seller agree and shall include the limitations on sale or distribution of Registrable Securities also agrees that, to the extent requested securities set forth in writing by a managing underwriter this Section 2.6 in any future permitted issuances of any underwritten equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company, other than in a public offering effected by the Company for its own account, it will not sell any Common Stock (and other than as part of such underwritten publicthe common stock specifically contemplated to be sold in the Purchase Agreement).
Appears in 1 contract
Sources: Registration Rights Agreement (Wallersutton 2000 Lp)
Limitations on Sale or Distribution of Other Securities. (a) Each seller of Registrable Securities agrees that, to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 5.17.1 and only if the number of Registrable Securities to be registered is not limited pursuant to Section 7.1(d), each Holder of Registrable Securities agrees during the one year commencing the date hereof not to sell, transfer or otherwise dispose ofof (other than in a private transaction), including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days, 90 days (and the Company hereby (i) also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding options, warrants or securities convertible into Common Stock EquivalentStock) and (ii) agrees to use its commercially reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree). Each seller managing underwriter shall be entitled to rely on the agreements of each Holder of Registrable Securities also agrees that, to set forth in this Section 7.5 and shall be a third party beneficiary of the extent requested in writing by a managing underwriter provisions of any underwritten public offering effected by the Company for its own account, it will not sell any Common Stock (other than as part of such underwritten publicthis Section 7.5.
Appears in 1 contract
Limitations on Sale or Distribution of Other Securities. (a) Each seller of Registrable Securities agrees that, to To the extent requested in writing by a managing underwriter, if any, of any registration effected pursuant to Section 5.12.1, each Holder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period (following the effectiveness of the Registration Statement) reasonably requested by the managing underwriter, not to exceed 180 days, 90 days (and the Company hereby (i) also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8S- 8, or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent) and (ii) agrees to use its commercially reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree. Each seller agree and shall include the limitations on sale or distribution of Registrable Securities also agrees that, to the extent requested securities set forth in writing by a managing underwriter this Section 2.7 in any future permitted issuances of any underwritten equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company, other than in a public offering effected by the Company for its own account, it will not sell any Common Stock (and other than as part of such underwritten publicthe common stock specifically contemplated to be sold in the Purchase Agreement).
Appears in 1 contract
Sources: Registration Rights Agreement (Teraglobal Communications Corp)