Common use of Hold Back Clause in Contracts

Hold Back. Agreements -------------------- (a) Restrictions on Public Sale by Holders of Registrable ----------------------------------------------------- Securities. Each holder of Registrable Securities agrees, in connection with ---------- any sale of securities by the Company and in connection with any Registration Statement filed pursuant to Section 3 or Section 4 hereof, if requested (pursu- ant to a timely written notice) by the Company or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company's securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the closing date of each underwritten offering made by the Company or pursuant to such Registration Statement. The foregoing provisions shall not apply to any holder of Registrable Securities 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 the class of securities covered by such Registration Statement (except as part of such underwritten offering) during such period unless it has provided 90 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Hold Back. Agreements -------------------- (a) Restrictions on Public Sale by a. By Holders of Registrable ----------------------------------------------------- Securities. Each holder Restricted Stock ------------------------------ Upon the written request of Registrable Securities agrees, in connection with ---------- any sale the managing underwriter of an underwritten offering to the Holders of the Company's securities by the Company and in connection with any Registration Statement filed pursuant to Section 2 or 3 above, a Holder of Restricted Stock shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Restricted Stock (other than those included in such Registration) without the prior written consent of such managing underwriter for a period (not to exceed 90 days after the effective date of such Registration) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that no Holder of Restricted Stock shall be bound by this Section 4 hereof, if requested (pursu- ant 4(a) unless such Holder is permitted to a timely written notice) include any of such Holders' Restricted Stock then held by such Holder in such Registration equal to the number of shares of Restricted Stock that such Holder could sell during such 90-day period under Rule 144 of the Securities Act. b. By the Company or the managing underwriter or underwriters in an underwritten offering, -------------- The Company agrees not to effect any public or private sale or distribution of any its Equity Securities during the 60-day period prior to, and during the 135-day period after, the effective date of the Company's securities, including a sale each underwritten offering made pursuant to Rule 144 a registration under Section 2 above, if so requested in writing by the managing underwriter (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the closing date of each underwritten offering made by the Company or pursuant to such Registration Statement. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute registrations on Forms S-4 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 the class of securities covered by such Registration Statement (except as part of such underwritten offering) during such period unless it has provided 90 days' prior written notice of such sale or distribution to the managing underwriter or underwritersS-8).

Hold Back. Agreements -------------------- (ai) Restrictions on Public Sale by Holders of Registrable ----------------------------------------------------- SecuritiesNotes. ----------------------------------------------------------- Each holder Holder of Registrable Securities agrees, in connection with ---------- any sale of securities Notes whose Registrable Notes are (A) covered by the Company and in connection with any a Shelf Registration Statement filed pursuant to Section 3 or Section 4 hereofhereof and (B) not being sold in the underwritten offering described below agrees, if requested (pursu- ant pursuant to a timely written notice) by the Company or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any securities Fungible with the class of the Company's securitiessecurities covered by such Shelf Registration, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 60 days after, the closing date of each underwritten offering made by the Company or pursuant to such Registration StatementShelf Registration, to the extent timely notified in writing by the Issuers or by the managing underwriter or underwriters; provided, however, that each -------- ------- holder of Registrable Notes shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the term of this Agreement. The foregoing provisions shall not apply to any holder Holder of Registrable Securities Notes if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that -------- ------- any such holder Holder shall -------- ------- undertake undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any securities Fungible with the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 90 45 days' prior written notice of such sale or distribution to the Issuer or the managing underwriter or underwriters, as the case may be.