Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. If the Company previously shall have received a request for registration pursuant to Section 2 hereof or any Holder shall have requested to have such Holder's Registrable Shares registered pursuant to Section 3 hereof, and if such previous registration shall not have been withdrawn or abandoned, the Company agrees (aA) Each Holder agrees not to effect any sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and during the 180-day period beginning on the effective date of such previous registration, and (B) to use its best efforts to cause each officer and director of the Company or any of its subsidiaries and each other holder of 5% or more of its equity securities (or any securities convertible into or exchangeable for such securities), on a fully diluted basis purchased from the Company at any time (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 registration, if otherwise permitted), unless the Holders of a majority of the Registrable Shares to be registered in such registration agree. Additionally, each Holder of Registrable Securities agrees, if so required by the managing underwriter of the public offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such registration statement, during the seven (7) days prior to, to the date on which any underwritten registration pursuant to Section 2 or 3 has become effective and ending the ninety (90) days after (or for such shorter longer period as shall have been agreed to which the managing underwriter(s) may agree), the date by all of the underwriting agreement holders of each Underwritten Offering made pursuant to a Registration Statement securities included in such registration statement other than the Holders of Registrable Securities) thereafter, except as part of such underwritten registration or to the extent that such Holder is prohibited by applicable law from agreeing to withhold Registrable Securities sold pursuant to such Underwritten Offering; and (b) the from sale or is acting in its capacity as a fiduciary or an investment adviser. The Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for any of such securities) securities during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of 90) days after any underwritten Demand Registration (registration pursuant to Section 2 or for such shorter period as to which the managing underwriter or underwriters may agree)3 has become effective, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6underwritten registration.

Holdback Agreement. In connection with any Underwritten Shelf Takedown or other registered underwritten offering of equity securities by the Company (aa “Company Underwritten Offering”) Each commencing after the date of execution of the Merger Agreement (other than any registration on Form X-0, X-0 or any successor forms thereto), each Holder agrees not agrees, with respect to effect the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, transferdisposition, distribution, hedging or other actual or pecuniary transfer (including heading and similar arrangements) of any interest in Registrable Securities (except with respect to such Registrable Securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or of any other equity securities of the Companyregistered underwritten offering), or any securities convertible into or exchangeable or exercisable for such stock or securities, during as are imposed on the Company, without prior written consent from the managing underwriter of such Company Underwritten Offering, for the period beginning seven (7) days prior to, commencing on and ending ninety (90) 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), following the date of the underwriting agreement pricing of each such Company Underwritten Offering made pursuant (subject to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or extension in connection with any employee benefit earnings release or similar plan, any dividend reinvestment plan, or a business acquisition or combination and other release of material information pursuant to use all reasonable efforts FINRA Rule 2711(f) to cause each holder of at least five percent (5%the extent applicable) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted“Lock-Up Period”). Each If requested by the managing underwriter, each Holder agrees to enter into execute a lock-up agreement in favor of the Company’s underwriters to such effect that the Company’s underwriters in any agreements reasonably requested by any managing underwriter reflecting the terms relevant Company Underwritten Offering shall be third party beneficiaries of this Section 62.3. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Merger Agreement (adjusted appropriately for stock splits, stock dividends, combinations, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Registrable Securities). Notwithstanding anything to the contrary set forth in this Section 2.3, (i) each Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall also be permitted), and (iii) any hedging transaction with respect to an index or basket of securities where the equity securities of the Company constitute a de minimis amount shall not be prohibited pursuant to this Section 2.3.

Holdback Agreement. Each of the Holders (aregardless of whether or not such Holder is a selling stockholder in any Fully Marketed Underwritten Offering initiated pursuant to Section 4(a), and, in each case, with respect to the Registrable Shares not included in such Fully Marketed Underwritten Offering) Each Holder and the Company agrees not to, directly or indirectly offer, sell, pledge, contract to effect any sale, transfer, or other actual or pecuniary transfer sell (including heading and similar arrangements) any short sale), grant any option to purchase or otherwise dispose of any Registrable Securities or of any other equity securities of the Company, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for such stock or securities, of the Company during the period beginning seven sixty (760) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day period beginning on the effective pricing date of any underwritten Demand Registration (or for such shorter period as Fully Marketed Underwritten Offering initiated pursuant to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%Section 4(a) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering or the Participating Majority otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting a shorter period; provided that the terms Participating Majority shall be entitled to waive the provisions of this Section 65 with respect to any Holder or Holders; provided, further, however, that if the Participating Majority waives this Section 5 with respect to any Affiliate of any member of the Participating Majority, it shall not unreasonably withhold consent to a waiver of this Section 5 with respect to any other Holder who requests such a waiver. Notwithstanding anything herein to the contrary, the restrictions in this Section 5 do not apply either (i) to the vesting of restricted stock, the issuance by the Company of restricted stock under any Company stock option or stock purchase plan or director compensation plan, the grant of stock options under any Company stock option plan or upon the exercise of stock options issued under any such plan or (ii) to the settlement or closing by a Holder of a transaction, in accordance with its terms, that was established or entered into prior to the commencement of such 60-day period.

Holdback Agreement. If (ax) Each Holder agrees not to effect at any sale, transfer, time or other actual or pecuniary transfer (including heading and similar arrangements) times after the date hereof the Company makes an underwritten registered public offering of any Registrable of its Equity Securities under the Act (whether to be sold by it or by one or more third parties) and (y) the Holder (i) is given the opportunity to join in such registration and (ii) is able to include in such registration at least that number of any other equity securities shares of Common Stock as the Holder would be able to include, and on the same terms, as if it were a Stockholder party to the Existing Stockholders Agreement after operation of the Pro Rata Reductions Provisions, then, if requested by the Company or the representatives of the underwriters of Equity Securities of the Company, or the Holder shall not Transfer any securities convertible into or exchangeable or exercisable Equity Securities of the Company held by the Holder (other than those included in such registration, if applicable) for such stock or securitiesa period specified by the representative of the underwriters (the "Market Standoff Period"), during the which period beginning seven shall not exceed one hundred eighty (7180) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day period beginning on following the effective date of any a registration statement of the Company filed under the Act, provided that all directors and executive officers of the Company enter into similar agreements. Notwithstanding the foregoing, if the subject registration is an underwritten Demand Registration (or for such shorter period as to primary registration in which the managing underwriter or underwriters may agree)Holder is given the opportunity to join but because of the Pro Rata Reduction Provisions the Holder is unable to include any shares of Common Stock in such registration, except as part then the Market Standoff Period applicable to the Holder shall be for a period not to exceed thirty (30) days following the effective date of such Demand Registration registration statement of the Company filed under the Act. The Holder agrees to execute and deliver such other agreements as may reasonably be requested by the Company or the underwriter to confirm the foregoing agreement. The Company may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions not to exceed the applicable Market Standoff Period. The obligations of the Holder described in connection with any this Section 3 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar plan, any dividend reinvestment plan, forms. This Section 3 shall terminate and be of no further force or a business acquisition or combination effect from and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this on which the Holder is joined to the Existing Stockholders Agreement (other than in a registered offering) pursuant to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 62 hereof.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) holder of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of its equity securities (of the Company and not to effect any such public sale or distribution of any securities convertible into or exchangeable or exercisable for such securities) , in each case, during the period which begins seven (7) days prior to the Effective Date (as defined below) and during continuing through the ninety (90)-day 180-day period beginning on the effective date (the "Effective Date") (such period, the "Holdback Period") of any underwritten Demand Registration (or for such shorter period as to which registration statement under the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Securities Act (except as part of such Underwritten registration) with respect to the sale of common equity securities, unless the underwriters managing the registered public offering otherwise agree; provided that upon any public sale or distribution that occurs after the consummation of a Qualified Public Offering, if otherwise permittedthe Holdback Period shall extend from the period which begins seven days prior to the Effective Date and continues through the 90-day period beginning on the Effective Date (each such period, a "90-day Holdback Period"). Each Holder agrees ; provided, further that during each such 90-day Holdback Period, each holder of Registrable Securities that owns less than 5% of the total amount of common equity securities then outstanding shall be permitted to enter into any agreements reasonably requested sell an amount of Registrable Securities that is no greater than the greater of (i) one percent of the shares of common equity securities outstanding as shown by any managing underwriter reflecting the terms most recent report or statement published by the Company and (ii) the average weekly reported volume of this Section 6trading in such common equity securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks immediately preceding the proposed date of sale of such common equity securities.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary pecunimy transfer (including heading and similar arrangements) of any Registrable Securities Shares or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety 90 days (90subject to a 17 day extension is requested by the managing underwriter) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering underwritten offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringunderwritten offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day 90-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) % (on a fully fully­ diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offeringunderwritten offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities Shares or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety 90 days (90subject to a 17 day extension is requested by the managing underwriter) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering underwritten offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringunderwritten offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day 90-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) % (on a fully fully-diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offeringunderwritten offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder The Corporation agrees (i) not to effect any sale, transfer, public or other actual private sale or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such stock or securities, during or otherwise grant any option for the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering; and (b) the Company agrees not to effect any public sale or distribution purchase of its equity securities (other than options issued by the Corporation pursuant to any stock option plan or other employee benefit plan), during the period commencing on the date the registration statement relating to any Registrable Securities is first filed with the Commission, and ending 180 days after the date of the final prospectus relating to such Registrable Securities (other than a registration covering shares of Common Stock issued pursuant to an employee benefit plan, a registration on Form S-4 for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or a registration effected pursuant to Rule 415 Request under Section 4 hereof), unless the underwriters managing the registered public offering otherwise agree and (ii) except for (A) issuances of Common Stock upon exercise of options granted under the Corporation's stock option plan as in effect on the date hereof and (B) issuances of Common Stock, options, warrants or other rights to purchase Common Stock, or securities convertible into or exchangeable or exercisable for such securities) during the seven Common Stock (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in each case in connection with a Business Combination transaction), not to issue securities to any employee benefit Person if, after giving effect to such issuance, such Person would beneficially own two percent or similar planmore of the then outstanding Common Stock unless such Person agrees, any dividend reinvestment planin the context of a registration contemplated hereby, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such the period referred to above (except as part of such Underwritten Offeringunderwritten registration, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any , unless the underwriters managing underwriter reflecting the terms of this Section 6registered public offering otherwise agree.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities Shares or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities Shares sold pursuant to such Underwritten Offering; and (b) the Company agrees 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 seven (7) days prior to and during the ninety (90)-day 90-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) % (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.