Common use of Restrictions on Public Sale by the Company and Others Clause in Contracts

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 14 contracts

Samples: Registration Rights Agreement (Madison Square Garden Entertainment Corp.), Registration Rights Agreement (MSGE Spinco, Inc.), Registration Rights Agreement (Madison Square Garden Entertainment Corp.)

AutoNDA by SimpleDocs

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Children Trust Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 14 contracts

Samples: Registration Rights Agreement (Madison Square Garden Entertainment Corp.), Registration Rights Agreement (MSGE Spinco, Inc.), Registration Rights Agreement (Madison Square Garden Entertainment Corp.)

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Sphere Entertainment Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 2 contracts

Samples: Shareholder’s and Registration Rights Agreement (Madison Square Garden Entertainment Corp.), Shareholder’s and Registration Rights Agreement (MSGE Spinco, Inc.)

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party Gabelli Affiliate pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Associated Capital Group, Inc.)

AutoNDA by SimpleDocs

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family MSG Sphere Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 1 contract

Samples: Shareholder’s and Registration Rights Agreement (MSGE Spinco, Inc.)

Restrictions on Public Sale by the Company and Others. The In connection with any underwritten registration of Registrable Securities pursuant to this Agreement, the Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant hereto, the Company will not offer publicly or to effect any public sale or distribution of Common Equity Securities any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than any such sale as part of the underwritten public offering pursuant to this Agreement or distribution of such securities in connection with any merger an employee stock option or consolidation other benefit plan) during the ten-day (10) period prior to the effective date of the Company or any subsidiary withapplicable registration statement, or if such date is known, and during such period as the acquisition by managing underwriter may request (not to exceed ninety (90) days) following the Company or a subsidiary date of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), final prospectus and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described period referred to in the foregoing clause (i) above), in each case including a any sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Ipcs Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.