Company Standstill Period. To the extent requested by the managing underwriter(s) for the applicable offering, in the event of an underwritten public offering of Registrable Securities on a firm commitment basis pursuant to Section 2(c) or Section 3(a) hereof, the Company agrees not to, without the prior written consent of the managing underwriter, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except in each case pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or pursuant to a Company dividend reinvestment plan, or for issuances of securities pursuant to the conversion, exchange or exercise of then-outstanding convertible or exchangeable securities, options, rights or warrants, or pursuant to registrations on Form S-8 or any successor form or otherwise relating solely to securities offered pursuant to any benefit plan), during the period commencing five (5) Business Days prior to the effective date of the registration statement relating to such Registrable Securities (to the extent timely notified in writing by Stockholder or the managing underwriter of such distribution) and ending on the 90th day after such effective date (the “Company Standstill Period”).
Company Standstill Period. During the Standstill Period, the Company shall not, and shall cause each of its subsidiaries not to, singly or as part of any group (as this term is defined in Section 13(d)(3) of the Exchange Act), directly or indirectly, take any of the following actions:
Company Standstill Period. In the event of an Underwritten Offering of Registrable Securities pursuant to Section 2.1 hereof, the Company agrees not to, without the prior written consent of the managing underwriter and the Majority Participating Holders, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities that are the same as, or similar to, such Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, such Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or pursuant to a Company dividend reinvestment plan, or for issuances of securities pursuant to the conversion, exchange or exercise of then-outstanding convertible or exchangeable securities, options, rights or warrants, or pursuant to registrations on Form S-8 or any successor form or otherwise relating solely to securities offered pursuant to any benefit plan), during the period commencing 14 days prior to the effective date of the Registration Statement relating to such Registrable Securities (to the extent timely notified in writing by the Majority Participating Holders or the managing underwriter of such distribution) and ending on the 90th day after such effective date (the "Company Standstill Period").
Company Standstill Period. Except for distributions of Common Stock or Notes pursuant to the Plan, the Company agrees not to, without the prior written consent of the lead managing underwriters for any underwritten offering of Registrable Securities, effect any public sale or distribution of any securities (except securities that may be held by the Company for its own account under the relevant registration statement) the same as or similar to the Registrable Securities, or any securities convertible into or exchangeable or exercisable for any Company securities the same as or similar to the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the period commencing 15 days prior to the effective date of the registration statement relating to such Registrable Securities (to the extent timely notified in writing by the selling Holders or the underwriters managing such distribution) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such Registrable Securities (the "Company Standstill Period").
Company Standstill Period. In the event of an underwritten public offering of Registrable Securities on a firm commitment basis pursuant to Section 2.1 hereof, the Company agrees not to, without the prior written consent of the managing underwriter, effect any public sale or distribution of any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the period commencing 15 days prior to the effective date of the registration statement relating to such Registrable Securities (to the extent timely notified in writing by the Majority Participating Holders or the managing underwriter of such distribution) and ending on the first to occur of (A) the 90th day after such effective date and (B) the end of the public distribution of such Registrable Securities (the “Company Standstill Period”).
Company Standstill Period. In the event of an Underwritten Offering of Registrable Securities pursuant to Section 3, the Company agrees not to, without the prior written consent of Holders of a majority of the shares of Common Stock held by all the Holders, effect any public sale or public distribution of any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the period commencing 15 days prior to the effective date of the Registration Statement relating to such registration and ending on the 90th day after such effective date (the “Company Standstill Period”).
Company Standstill Period. Except for the initial distribution of Registrable Securities pursuant to the Plan, without the prior written consent of the lead underwriter or underwriters in a Holder Shelf Offering during the Required Period or in a Demand Registration, the Companies agree not to effect any public sale or distribution of any securities the same as or similar to the Registrable Securities, or any securities convertible into or exchangeable or exercisable for any of the Companies' securities the same as or similar to the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities offered pursuant to any benefit plan), during the 14-day period prior to and through the period (i) beginning on the commencement of the public distribution of Registrable Securities in an underwritten Holder Shelf Offering or a registration statement to be filed to effect a Demand Registration by or on behalf of any Holder to the extent timely notified in writing by the selling Holders or the lead underwriter or underwriters managing such distribution and (ii) ending on the first to occur of (A) the 120th day after such commencement and (B) the end of such distribution (the "Companies Standstill Period") including that portion of such period following an underwritten distribution commenced during the Companies Standstill Period that does not coincide with the Companies Standstill Period.
Company Standstill Period. In the event of an underwritten public offering of Registrable Securities pursuant to Section 2(a) or Section 2(b), the Company agrees not to effect, without the prior written consent of the managing underwriter of such underwritten public offering, any public sale or public distribution of any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to (i) registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of another entity, (ii) registrations on Form S-8 or any successor form relating solely to securities offered pursuant to any Equity Incentive Plan, (iii) the issuance of shares of Common Stock or other equity awards pursuant to an Equity Incentive Plan in effect prior to the underwritten public offering, or (iv) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities (including the Warrants) or the exercise (including net exercise) of warrants or options or the settlement (including net settlement) of RSUs, in each case solely with respect to convertible or exchangeable securities, warrants, options or RSUs that were outstanding prior to the underwritten public offering and solely in accordance with the terms thereof as in effect prior to the underwritten public offering), during the period commencing fifteen (15) days prior to the effective date of the registration statement relating to such Demand Registration and ending on the earlier of (i) the ninetieth (90th) day after such effective date and (ii) the date any lockup arrangement entered into by the Requesting Holders expires.
Company Standstill Period. In the event of an underwritten offering of Registrable Securities on a firm commitment basis pursuant to Section 1.1 or Section 1.3, the Company agrees not to, without the prior written consent of the managing underwriter and MHR, or in the event of a non-underwritten offering pursuant to Section 1.1 or Section 1.3, the Company agrees not to, without the prior written consent of MHR, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to an Excluded Registration), during the period commencing fifteen (15) calendar days prior to the effective date of the Registration Statement relating to such Registrable Securities (to the extent timely notified in writing by the MHR or the managing underwriter of such distribution) and ending on the ninetieth (90th) calendar day after such effective date. The Company agrees (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 1.1 or Section 1.3 hereof, or any securities convertible into or exchangeable or exercisable for such securities, from the date the Company receives the written demand for any registration pursuant to Section 1.1 or Section 1.3 until permitted under any “lock-up” agreement with the underwriter, but not more than ninety (90) calendar days from the effective date of any registration statement filed pursuant to Section 1.1 or Section 1.3 hereof, and (ii) that any agreement entered into after the date hereof 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 sale or distribution of any such securities during the periods described in clause (i) above, in each case including a sale pursuant to Rule 144 under the Securities Act (except as part of any such registration, if permitted) during such period; provided, however, that the provisions of this Section 1.17 shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities and shall not prevent the issuance of securities by the Company under any employee...
Company Standstill Period. In the event of an underwritten public offering of Registrable Securities on a firm commitment basis pursuant to Section 3(a) hereof, the Company agrees not to, without the prior written consent of the managing underwriter, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities (except securities that may be held by the Company for its own account under the relevant registration statement) that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities (except pursuant to registrations on Form S-4 or any successor form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of the issuer or another entity, or pursuant to a Company dividend reinvestment plan, or for issuances of securities pursuant to the conversion, exchange or exercise of then-outstanding convertible or exchangeable securities, options, rights or warrants, or pursuant to registrations on Form S-8 or any successor form or otherwise relating solely to securities offered pursuant to any benefit plan), during the period commencing 15 days prior to the effective date of the registration statement relating to such Registrable Securities (to the extent timely notified in writing by the Stockholder or the managing underwriter of such distribution) and ending on the 90th day after such effective date (the “Company Standstill Period”).
