Holdback Arrangements. Each Shareholder agrees not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 4.06, collectively, the "Lock-Up Agreement"), during the time period reasonably requested by the sole or lead managing Underwriter not to exceed 90 days, beginning on the effective date of the Registration Statement for any sale of Common Stock or securities convertible into Common Stock issued by the Company with respect to which Section 4.03 applies (except as part of such Underwritten Offering or pursuant to registrations on Forms S-4, S-8 or S-3 (to the extent such form relates solely to a stock purcxxxx xx dividend reinvestment plan)) without the prior written consent of the sole or lead managing Underwriter (the "Public Offering Lock-Up Period"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) calendar day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Notwithstanding the foregoing, the Shareholders shall not be obligated to enter into the Lock-Up Agreement unless (A) all executive officers and directors of the Company and all Persons holding at least 10% of the Company's voting securities enter into identical agreements, with the agreement of the Shareholders (including the proviso set forth in the immediately preceding sentence) be...
Holdback Arrangements. (a) The Holdback Amount shall be available to indemnify, compensate and reimburse the Parent Indemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article 10, which will occur through permanently withholding the applicable portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) in accordance with the terms of this Section 10.8. Each Claim that is to be satisfied through the permanent withholding of any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) pursuant to this Article 10, shall be satisfied by forfeiture on behalf of the Company Members of the Holdback Shares and Holdback Cash with a value equal to the applicable Damages (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount).
Holdback Arrangements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, the Holder agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during and not exceeding 180 days after the effective date of a Registration Statement relating to an underwritten Registration of Registrable Securities, as may be reasonably requested by the managing underwriter or underwriters, except as part of such Registration Statement.
Holdback Arrangements. The Company shall have the right to require that the Stockholder shall not effect any public sale or distribution (including sales pursuant to the Shelf Registration Statement or pursuant to Rule 144) of Common Stock during the ten business days prior to, and the 20-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock for cash by the Company (or such an offering by the Company and stockholders of the Company), if the managing underwriter(s) for the public offering so request. The Company shall be entitled to exercise its rights under this Section not more than twice during any calendar year.
Holdback Arrangements. 13 3.1 RESTRICTIONS ON SALE BY HOLDERS OF REGISTRABLE SECURITIES....13 3.2 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS...............13
Holdback Arrangements. 3.1. Restrictions on Sale by Holders of Registrable Securities.
Holdback Arrangements. SECTION 3.01. Restrictions on Sale by Holders of Registrable Securities 11 SECTION 3.02. Restrictions on Sale by the Company and Others 11 ARTICLE IV Registration Procedures SECTION 4.01. Obligations of the Company 11 SECTION 4.02. Seller Information 16 SECTION 4.03. Notice to Discontinue 17 ARTICLE V Indemnification; Contribution SECTION 5.01. Indemnification by the Company 17 SECTION 5.02. Indemnification by Holders 18 SECTION 5.03. Conduct of Indemnification Proceedings 18 SECTION 5.04. Contribution 19
Holdback Arrangements. The Company and each Holder of Transfer Restricted Securities agrees, if timely requested in writing by the sole or lead managing underwriter in a Qualified IPO or a Non-Qualified IPO, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Transfer Restricted Securities or warrants or other rights to purchase Transfer Restricted Securities, or file or cause to be declared effective a registration statement under the 1933 Act relating to the offer and sale of any shares of Transfer Restricted Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Transfer Restricted Securities, or warrants or other rights to purchase Transfer Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 5, collectively, the "LOCK-UP AGREEMENT"), during the time period reasonably requested by the sole or lead managing underwriter not to exceed 180 days, beginning on the later of (x) the effective date of the Registration Statement for such Qualified IPO or Non-Qualified IPO, respectively, and (y) in the case of a Qualified IPO or Non-Qualified IPO involving a Canadian prospectus, the date upon which a final receipt is obtained from the applicable Canadian regulatory authority or Canadian regulatory authorities, as applicable, for such prospectus (except as part of such underwritten offering or pursuant to registrations on Forms X-0, X-0, X-0, F-8 or F-80) without the prior written consent of the sole or lead managing underwriter (the "PUBLIC OFFERING LOCK-UP PERIOD"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the exp...
Holdback Arrangements. 12 3.1 Restrictions on Sale by Holders of Registrable Securities . . . . . . . . . . . . . . . . . . . . 12 3.2 Restrictions on Sale by Company and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Holdback Arrangements. The Company shall have the right to require that the Stockholders shall not effect any public sale or distribution (including sales pursuant to any Shelf Registration Statement or pursuant to Rule 144) of Common Stock during the ten business days prior to, and the 45-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock for cash by the Company (or such an offering by the Company and stockholders of the Company), if the managing underwriter(s) for the public offering so request; provided, however, no stockholder shall be obligated pursuant to this Section 4 with respect to any underwritten offering unless (a) the Stockholders were provided an opportunity to include their Registrable Securities in such offering, by written notice delivered not less than 30 days prior to the filing of the Registration Statement with respect thereto, and (b) either (i) all of the Registrable securities so requested to be included in such Registration Statement have been included or (ii) the only securities sold in such offering were sold by the Company, and no other stockholder of the Company were permitted to include their securities in such Registration Statement. The Company shall be entitled to exercise its rights under this Section not more than once during any 12 month period.
