Common use of Standoff Agreement Clause in Contracts

Standoff Agreement. (a) Each Holder agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that:

Standoff Agreement. (a) Each Holder agrees in connection with the first sale any registration of the Company’s Common Stock 's securities (other than a registration of securities in a firm commitment underwritten public offering pursuant Rule 145 transaction or with respect to an effective registration statement under the Securities Actemployee benefit plan), upon notice by request of the Company or the underwriters managing such public offeringany underwritten offering of the Company's securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that:however, that the Investors shall not be subject to such lockup unless the officers and directors of the Company who own stock of the Company shall also be bound by such restrictions.