Common use of Restrictions on Sale Clause in Contracts

Restrictions on Sale. The Purchaser hereby agrees not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities or other securities of the Company held by the Purchaser during the 180-day period following the effective date of the registration statement for the Company’s IPO (or such other period as may be requested by the Company or an underwriter solely to accommodate regulatory restrictions on (i) the publication or other distribution of research reports; and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)(the “Lock-Up Period”), provided, that all officers and directors of the Company and holders of at least 5% of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 4.7 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 4.1 with respect to the shares of the Securities (or other securities of the Company) subject to the foregoing restriction until the end of such 180-day (or other) period. The Purchaser agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this Section 4.7. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, pro rata based on the number of shares subject to such agreements.

Restrictions on Sale. The Purchaser hereby agrees Company and each Holder of Registrable Securities agrees, if timely requested in writing by the sole or lead managing Underwriter in a Qualified Public Offering, not to sell (i) sell, offer to sell, contract or otherwise transferagree to sell, make any short sale ofhypothecate, hedge, pledge, grant any option for the to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Registrable Securities or warrants or other rights to purchase Registrable Securities, or file or cause to be declared effective a registration statement under the Securities Act relating to the offer and sale of any shares of Registrable Securities, or (ii) enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities swap or other securities arrangement that transfers to another, in whole or in part, any of the Company held economic consequences of ownership of Registrable Securities, or warrants or other rights to purchase Registrable 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 3.1, collectively, the “Lock-Up Agreement”), during the time period reasonably requested by the Purchaser during the 180-day period following sole or lead managing Underwriter not to exceed 180 days, beginning on the effective date of the registration statement Registration Statement for such Qualified Public Offering (except as part of such Underwritten Offering or pursuant to registrations on Forms S-4 or S-8) without the Company’s IPO prior written consent of the sole or lead managing Underwriter (or such other period as may be requested by the Company or an underwriter solely to accommodate regulatory restrictions on (i) the publication or other distribution of research reports; and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)(the “Qualified 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 Qualified Public Offering Lock-Up Period and ends on the last day of the Qualified 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 Qualified 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 Qualified 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, (i) the Lock-Up Agreement shall not restrict any Holder from transferring any Notes to any Person who agrees to be bound by the provisions hereof and (ii) the Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and holders of all Persons holding at least five percent (5% %) of the Company’s voting securities are bound by and have enter into substantially similar agreements, with the agreement of the Holder’s being on no more onerous terms than any other agreements entered into similar agreements. The obligations described in this Section 4.7 shall not apply to a registration relating solely to employee benefit plans by any other Person, and (B) the Lock-Up Agreement is explicitly conditioned on Form S-l the Holder receiving the benefits of any release or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 4.1 with respect to the shares of the Securities (or other securities of the Company) subject to the foregoing restriction until the end modification of such 180-day (or other) period. The Purchaser agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this Section 4.7. Any discretionary waiver or termination of the restrictions of for any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders other Person subject to such agreements, pro rata based on the number of shares subject to such agreementsan agreement or similar agreement.

Restrictions on Sale. The Purchaser Buyer hereby agrees not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other securities securities) of the Company held by the Purchaser Buyer (other than those included in the registration) during the 180-day period following the effective date of the registration statement for the Company’s IPO (or such other period as may be requested by the Company or an underwriter solely including, without limitation, to accommodate regulatory restrictions on (i) the publication or other distribution of research reports; reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)(the thereto) (the “Lock-Up Period”), ; provided, that substantially all officers current holders, including all officers, directors and directors of the Company and holders of at least 5% holders, of the Company’s voting securities are bound by and have entered into similar agreementsthe same requirement during the Lock-Up Period. The obligations described in this Section 4.7 4(d) shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 4.1 below with respect to the shares of the Securities (or other securities of the Company) Common Stock subject to the foregoing restriction until the end of such 180-day (or other) period. The Purchaser To effect the above, the Buyer agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this Section 4.74(d). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreementsTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, pro rata based on the number of shares subject to such agreementsINCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE NOTE PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

Restrictions on Sale. The Purchaser hereby agrees Each Holder agrees, if timely requested in writing by the sole or lead managing Underwriter in any Underwritten Public Offering in which such Holder has been permitted to include Registrable Securities not to sell (i) sell, offer to sell, contract or otherwise transferagree to sell, make any short sale ofhypothecate, pledge, grant any option for to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the purchase filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, (ii) enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities swap or other securities arrangement that transfers to another, in whole or in part, any of the Company held economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Stock, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii) and (iv) waives any rights the Holder may have to require registration of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares (the agreements contained in this Section 3.1, the “Lock-Up Agreement”), during the time period reasonably requested by the Purchaser during the 180-day period following sole or lead managing Underwriter, not to exceed 90 days beginning on the effective date of the Registration Statement for any Underwritten Offering, except as part of such Underwritten Offering or pursuant to a registration statement for on Form S-4, without the Company’s IPO prior written consent of the sole or lead managing Underwriter (or such other period as may be requested by the Company or an underwriter solely to accommodate regulatory restrictions on (i) the publication or other distribution of research reports; and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)(the “Underwritten 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 Underwritten Offering Lock-Up Period and ends on the last day of the Underwritten Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs which the Company has publicly disclosed, or (ii) prior to the expiration of the Underwritten 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 Underwritten 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 Holders of Registrable Securities shall not be obligated to enter into the Lock-Up Agreement unless all officers and directors of the Company and holders of all Persons holding at least five percent (5% %) of the Company’s voting securities are bound by and have enter into substantially similar agreements, with the agreement of the Holder’s being on no more onerous terms than any other agreements entered into similar agreements. The obligations described in this Section 4.7 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 4.1 with respect to the shares of the Securities (or by any other securities of the Company) subject to the foregoing restriction until the end of such 180-day (or other) period. The Purchaser agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this Section 4.7. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, pro rata based on the number of shares subject to such agreementsPerson.