Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Security, or of 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 to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If and the executive officers of the Company are required to enter into a similar agreement, if whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 Section 3.1, each Holder who at such time holds more than 5% of the Registration Rights Agreement, each party heretoissued and outstanding shares of Common Stock of the Company, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If and whenever the Company Corporation proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 Section 2.1 or 3.2 of the Registration Rights Agreement2.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and Corporation during the 20 10 days prior to, and for 180 days after, the effective date of such registration, to the extent timely notified in writing by the Company Corporation or the managing underwriter, and the Company Corporation agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company Corporation purchased from the Company Corporation at any time other than in a Public Offering public offering to enter into a similar agreement with the CompanyCorporation. The Company foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Corporation further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant Pursuant to Sections 3.1 Section 2 or 3.2 of the Registration Rights Agreement3, each party heretoHolder, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, HOWEVER, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If (a) Restrictions on Public Sale by Company and whenever Holders of Registrable Securities. The Company and each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, agrees not to, directly or indirectly (except with respect to the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to in connection with a Special RegistrationRegistration Statement), (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is required to use its reasonable best efforts to effect designed to, or could be expected to, result in the registration of disposition by any person at any time in the future of) any Registrable Securities (as such term is defined including, without limitation, Registrable Securities that may be deemed to be beneficially owned by the undersigned in accordance with the Registration Rights Agreement, dated as rules and regulations of the date hereofSecurities and Exchange Commission and Registrable Securities that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Registrable Securities, by and between the Companyor (ii) enter into any swap or other derivatives transaction that transfers to another, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 in whole or 3.2 in part, any of the Registration Rights Agreementeconomic benefits or risks of ownership of such Registrable Securities, each party heretowhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registrable Securities or other securities, if in cash or otherwise, during the 10-day period prior to, and for a period of 90 days after (or such longer period, not to exceed 180 days, which may be required by the managing underwriter in an underwritten offeringor underwriters, agrees not to effect (other than pursuant to or such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if shorter period as the managing underwriter so requires) after, and during the 20 days prior toor underwriters may agree), the effective date of such registrationthe Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and or, with respect to each such holder of Registrable Securities, the Company. Additionally, the Company agrees to use reasonable efforts to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, of the Company Common Stock purchased from the Company at any time after the date of the Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with agree to the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, provisions of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterthis Section 7(a).

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 Section 2 or 3.2 of the Registration Rights Agreement3, each party heretoHolder, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, HOWEVER, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections Section 3.1 or 3.2 of the Registration Rights Agreement3.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible conver tible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased pur chased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not Act for its own the account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights AgreementHolder, each party heretoHolder, if required by the managing underwriter in an underwritten offeringUnderwritten Offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for up to ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such Underwritten Offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter (provided, however, in no event shall such period of time be greater than the period of time any Holder or any other selling shareholder agrees with the managing underwriter).

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections Section 3.1 or 3.2 of the Registration Rights Agreement3.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.