Holdback Agreements Sample Clauses

Holdback Agreements. (a) In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations other than the Company’s initial public offering, no Holder shall effect any such transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any such equity securities for such period of time prior to and after (x) the effective date of such registration, or (y) the date of the offering document use, as the underwriters managing the offering require in their sole discretion (each a “Following Holdback Period”), except as part of such underwritten registration, provided that such time period shall not extend beyond 90 days after the pricing of the offering. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the foregoing restriction until the end of such period. (b) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during such period of time as may be required by the underwriters managing such underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) shall cause each holder of at least 5% (on a fully-diluted basis) of its Ordinary Shares, or any securities convertible into or exchangeable or exercisable for Ordinary Shares, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period, except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree in writing.

Holdback Agreements. 9 (a) Restrictions on Public Sale by Designated Holders..................................... 9 (b) Restrictions on Public Sale by the Company............................................ 9

Holdback Agreements. (a) Subject to Section 3.08(b), if and to the extent requested in writing by the sole or managing underwriter in connection with any Underwritten Public Offering, both the Company and the Stockholders shall agree (it being understood that no such Stockholder shall be requested to so agree unless all such Stockholders are requested to do so), not to effect any public sale or distribution (including sales pursuant to Rule 144) of any shares of Class A Common Stock or any security convertible into or exchangeable or exercisable for such securities (except as part of such Underwritten Public Offering) during the period (each such period, a “Holdback Period”) beginning ten (10) days prior to the launch of the Underwritten Public Offering and ending no later than the earlier of (i) ninety (90) days following the closing date of such offering and (ii) such day (if any) as the Company or the Stockholder(s), as applicable, and the sole or managing underwriter for such offering shall agree to designate for this purpose (such agreement a “Holdback Agreement”). (b) Neither the Company, nor the Stockholders shall be obligated to enter into a Holdback Agreement unless the Company’s directors and executive officers (including, but not limited to, any executive officer that is deemed an officer for purposes of Section 16 of the Exchange Act) enter into agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not apply to the exercise of options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise). For any Underwritten Public Offering other than the IPO Follow-On Underwritten Offering, any Stockholders that (i) are or were holders of Class A common units of Holdings or (ii) have an Economic Interest in the Company of less than 5% and, in either case, are not participating in such Underwritten Public Offering, shall not be required to enter into a Holdback Agreement pursuant to Section 3.08(a).

Holdback Agreements. (a) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration), or in the case of a Shelf Registration, the filing of any prospectus relating to the offer and sale of Registrable Securities, or a Piggyback Registration, except pursuant to any registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree. (b) If any Holder of Registrable Securities notifies the Company in writing that it intends to effect an underwritten sale registered pursuant to a Shelf Registration pursuant to Article 2 hereof, the Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, during the seven days prior to and during the 90-day period beginning on the pricing date for such underwritten offering, except pursuant to registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree. (c) Each Holder agrees, in the event of an underwritten offering by the Company (whether for the account of the Company or otherwise), not to offer, sell, contract to sell or otherwise dispose of any Registrable Securities, or any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offering), during the seven days prior to, and during the 90-day period (or such lesser period as the lead or managing underwriters may require) beginning on the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, the pricing date for such underwritten offering).

Holdback Agreements. (a) If requested in writing by the Company or the managing underwriters, if any, of any registration effected pursuant to Sections 3.1 or 3.2, the Medicor Group agrees not to and will cause the other Medicor Parties not to, ERI agrees not to and will cause the other ERI Parties not to, and the Belfer Group agrees not to and will cause the other Belfer Parties not to, effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the time period reasonably requested by the managing underwriters, not to exceed seven (7) days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration, any underwritten Piggyback Registration or other underwritten registration by the Company of its securities (except as part of such underwritten registration). (b) If requested in writing by the managing underwriters of any registration effected pursuant to Section 3.1 or 3.2, the Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms), and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering), to so agree. (c) If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Sections 3.1 or 3.2 hereof or pursuant to Sections 5.1 or 5.2 of the Shareholders Agreement, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or Form S-8 or any successor forms), whether on its own behalf or at the request of any holder or...

Holdback Agreements. (a) Each Holder agrees that in connection with any registered underwritten offering of Ordinary Shares (or other securities convertible or exchangeable for, or otherwise representing a right to acquire or an economic interest in, Ordinary Shares) effected prior to the Termination Date for which the Holders are provided their piggyback rights, if any, in accordance with Section 4(a), Section 4(b) and Section 4(c), and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of a short sale), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) or (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of holding Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities), whether any such transaction described in clause (x) or (y) is to be settled by delivery of Registrable Securities or such other securities, in cash or otherwise. The foregoing provisions of this Section 5(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3 or 4 of this Agreement and shall be applicable to the Holders only if, for so long as and to the extent that the Company and each selling securityholder included in such offering are subject to the same restrictions. Each Holder agrees to execute and deliver such agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 5(a) and are necessary to give further effect thereto. (b) To the extent requested by the managing underwriter(s) for an underwritten offering pursuant to Sections 2 or 3 of this Agreement, the Company shall not, and shall cause its subsidiaries not to, effect any sale registered under the Securities Act or other public distribution of ...

Holdback Agreements. (a) Each Investor agrees to enter into customary agreements restricting the sale or distribution of Equity Securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to the expected “pricing” of such Underwritten Offering) and continuing for not more than ninety (90) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, plus an extension period, as may be proposed by the lead managing underwriter(s) to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the lead managing underwriter(s). (b) If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not effect any sale or distribution of Company Common Stock (or securities convertible into or exchangeable or exercisable for Company Common Stock) (other than a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto) for its own account, within sixty (60) days (plus an extension period as may be proposed by the lead managing underwriter(s) for such Underwritten Offering to address FINRA regulations regarding the publication of research, or such shorter periods as the lead managing underwriter(s) may agree with the Company), after the effective date of such registration except as may otherwise be agreed between the Company and the lead managing underwriter(s) of such Underwritten Offering.

Holdback Agreements. If the Company or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreements. Each Holder agrees, if required by the managing underwriter in any offering, not to effect any public sale or distribution of Registrable Securities (other than sales pursuant to the Initial Registration Statement), any sale or distribution thereof pursuant to Rule 144 or 145 under the Securities Act, or any short sale thereof or any transaction or series of transactions having a substantially similar economic effect during the period beginning, in the case of the Initial Registration Statement, on the date hereof and ,in the case of each Subsequent and Incidental Registration, beginning seven days prior to the effective date of such registration statement, and ending on the date 180 days after the Initial Registration Statement, any Subsequent Registration Statement or any Incidental Registration Statement shall have been declared effective, PROVIDED that in the event the Initial Registration Statement shall not have been declared effective within 30 days following the Closing Date and a majority-in-interest of the Holders participating in the Initial Offering shall have voted to be released, in whole or in part, from such restrictions, all of the Holders shall be released, in whole or in part, as so determined, from such restrictions with respect to the Initial Offering. In addition, if (i) the gross proceeds to the Holders in the Initial Offering are less than $150 million and a majority-in-interest of the Holders participating in such offering vote to be released, in whole or in part, from the restrictions contained in the preceding sentence or (ii) the gross proceeds to the Holders in any Subsequent Offering are less than $30 million and a majority-in-interest of all Holders of Registrable Securities vote to be released, in whole or in part, from the restrictions contained in the preceding sentence then all Holders shall be released from the restrictions contained in the preceding sentence with respect to such offering, in whole or in part, as so determined.