Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5) for sale to the public, the Original Holders shall not sell publicly, make any short sale of, grant an option for the purchase of, or otherwise dispose of, any shares of Restricted Stock (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted Stock, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Ensys Environmental Products Inc /De/), Perkin Elmer Corp, DSV Partners Iv

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Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2) for sale to the public, the Original Holders Investor shall not sell publiclysell, make any short sale of, grant an any option for the purchase of, seek registration under the Securities Act of, or otherwise dispose of, of any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 Section 2 or 53) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockInvestor, which period shall cannot begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall cannot last more than 180 days after the effective date of such registration statement and, in any subsequent public offering, more than 120 days after the effective date of such registration statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Nortek Inc), Registration Rights Agreement (Nortek Inc), Registration Rights Agreement (Ply Gem Industries Inc)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 52, 3 or 4) for sale to the public, the Original Holders Investors shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 2, 3 or 54) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (BMJ Medical Management Inc)

Holdback Agreement. If the Company at any time shall register ------------------ shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5) for sale to the public, the Original Holders Investor shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Registrable Securities (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5registration) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockInvestor, which period shall begin not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement. The Company shall obtain the agreement of any person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 4.5 as if such person was an Investor hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Memry Corp)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 52, 3 or 4) for sale to the public, the Original Holders shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 2, 3 or 54) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Execution Copy (BMJ Medical Management Inc)

Holdback Agreement. If the Company Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 2, 3 or 4 and 5hereof) for sale to the public, the Original Holders Investors shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Registrable Shares (other than those shares of Common Stock included in such registration pursuant to Sections 2, 3 or 4 or 5hereof) without the prior written consent of the Company Corporation, for a period designated by the Company Corporation in writing to the holders of shares of Restricted StockInvestors, which period shall begin not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 90 days after the effective date of such registration statement.. The Corporation shall obtain the agreement of any person permitted to sell shares of stock in a registration to be bound by and to

Appears in 1 contract

Samples: Registration Rights Agreement (Lexent Inc)

Holdback Agreement. If the Company Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 52, 3 or 4) for sale to the public, the Original Holders Investors and the Founders shall not sell publicly, make any short sale of, grant an any option for the purchase of, of or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 2, 3 or 54) without the prior written consent of the Company Corporation for a period designated by the Company Corporation in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement; provided, however, that the Corporation enters into identical agreements with each officer and director of the Corporation.

Appears in 1 contract

Samples: Registration Rights Agreement (Mobius Management Systems Inc)

Holdback Agreement. If the Company Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 52 or 3) for sale to the public, the Original Holders Investors shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 2 or 53) without the prior written consent of the Company Corporation for a period designated by the Company Corporation in writing to the holders of shares of Restricted StockInvestors, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 90 days after the effective date of such registration statement; PROVIDED, HOWEVER, that such period shall not be any longer than the shortest such period applicable to Major Stockholder, any affiliate of Major Stockholder in such circumstances.

Appears in 1 contract

Samples: Registration Rights Agreement (Cornell Corrections Inc)

Holdback Agreement. If On and after the Effective Date , if the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 52 or 3) for sale to the public, the Original Holders Shareholders shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 2 or 53) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 ten (10) days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Phonetel Technologies Inc)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2 or 3 hereof) for sale to the publicpublic and the managing underwriter for such registration shall request, the Original Holders Stockholders shall not sell publiclysell, make any short sale of, grant an any option for the purchase of, or otherwise dispose of, of any shares of Restricted Stock Registrable Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5registration) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockStockholders, which period shall not begin more than 10 ten (10) days prior to the effectiveness effective date of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 one hundred eighty (180) days after the effective date of such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Deutsche Bank Ag\)

Holdback Agreement. If the Company Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 2, 3 or 4 and 5hereof) for sale to the public, the Original Holders Investors shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Registrable Shares (other than those shares of Common Stock included in such registration pursuant to Sections 2, 3 or 4 or 5hereof) without the prior written consent of the Company Corporation, for a period designated by the Company Corporation in writing to the holders of shares of Restricted StockInvestors, which period shall begin not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 90 days after the effective date of such registration statement. The Corporation shall obtain the agreement of any person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 5 as if such person was an Investor hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Providence Service Corp)

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Holdback Agreement. If the Company at any time shall ------------------- register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2 or 3) for sale to the public, the Original Holders no Beneficiary shall not sell publiclysell, make any short sale of, grant an any option for the purchase of, or otherwise dispose of, of any shares of Restricted Stock Shares (other than those shares of Common Stock Restricted Shares included in such registration pursuant to Sections 4 or 5registration) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockBeneficiaries, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 120 days after the effective date of such registration statement. If requested by the Company, the Beneficiaries shall enter into "lockup" agreements consistent with the terms of this Section 4 with the managing underwriter, if any, of any such public offering of Common Stock.

Appears in 1 contract

Samples: Registration Rights Agreement (Advanced Radio Telecom Corp)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2, 3 or 4) for sale to the public, the Original Holders Stockholders shall not sell publiclysell, make any short sale of, grant an any option for the purchase of, or otherwise dispose of, of any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5registration) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockStockholders, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 90 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Magnavision Corporation)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 5(a) above) for sale to the public, the Original Holders Stockholder shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5Section 5(a) above) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Restricted Stock Agreement (BMJ Medical Management Inc)

Holdback Agreement. 3.1. If the Company at any time shall register shares of Common Stock its capital stock under the Securities Act (including any registration pursuant to Sections 4 and 5) for sale to the publicpublic in an initial public offering of the Company's securities, the Original Holders Investors shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 or Section 5) without the prior written consent of the Company Company, for a period designated by the Company in writing to the holders of shares of Restricted StockInvestors, which period shall begin not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Series a Preferred Shareholders Agreement (Ipg Photonics Corp)

Holdback Agreement. (a) If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2 or 3) for sale to the publicpublic in an underwritten offering, the Original Holders Investors shall not sell publiclysell, make any short sale of, grant an any option for the purchase of, or otherwise dispose of, of any shares of Restricted Stock Securities (other than those shares of Common Stock Registrable Shares included in such registration pursuant to Sections 4 Section 2 or 53) without the prior written consent of the Company for a period designated as shall be determined by the Company in writing to the holders of shares of Restricted Stockmanaging underwriters, which period shall cannot begin more than 10 30 days prior to the effectiveness of the registration statement pursuant to which such public offer will be made Registration Statement and shall cannot last more than 180 days after the effective date of such registration statementRegistration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Safety 1st Inc)

Holdback Agreement. If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 4 and 5Section 2) for sale to the public, the Original Holders shall not sell publicly, make any short sale of, grant an any option for the purchase of, or otherwise dispose publicly of, any shares of Restricted Stock Shares (other than those shares of Common Stock included in such registration pursuant to Sections 4 or 5Section 2) without the prior written consent of the Company for a period designated by the Company in writing to the holders of shares of Restricted StockRegistrable Shares, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offer will offering shall be made and shall not last more than 180 days after the effective date of such registration statement.

Appears in 1 contract

Samples: Execution Copy (BMJ Medical Management Inc)

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