Hold-Back Election. Subject to subsection (c) and the final sentence of this Subsection (a), in the case of any Underwritten Offering by the Company, whether for its own account or for the account of a holder of securities of the Company pursuant to registration rights granted by the Company, each Holder agrees, if and to the extent requested in writing by the managing underwriter or underwriters administering such offering as promptly as reasonably practicable prior to the commencement of the 10-day period referred to below (a "Hold-Back Election"), not to effect any public sale or distribution of securities of the Company except as part of such Underwritten Offering, during the period beginning ten (10) days prior to the closing date of such underwritten offering and during the period ending on the earlier of (i) sixty (60) days after such closing date and (ii) the date such sale or distribution is permitted by such managing underwriter or underwriters, provided that, if and to the extent it is reasonable to do so, the Company will request of the managing underwriter or underwriters to permit such sale or distribution prior to the date permitted under clause (i) above.
Hold-Back Election. In the case of the registration of any underwritten primary offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), and other than in connection with (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights granted by the Company, each Holder agrees that if he or it is (x) then a 5% or greater stockholder, a director or an officer of the Company and (y) reasonably requested to do so by the managing underwriter or the underwriters, then such Holder shall not effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the period beginning twenty-five (25) days prior to the closing date of such underwritten offering and ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the managing underwriter or underwriters).
Hold-Back Election. In the case of the registration of any underwritten primary offering initiated by the Company, each Stockholder agrees that if it is reasonably requested to do so by the managing underwriter or the underwriters for such offering, then such Stockholder shall not effect any public sale or distribution of Capital Stock of the Company, except as part of such underwritten registration, during the period beginning ten (10) days prior to the closing date of such underwritten offering and ending ninety (90) days after such closing date.
Hold-Back Election. Subject to Section 7(c) and the final two sentences of this Section 7(a), in the case of any Underwritten Offering by the Company, whether for its own account or for the account of a holder of securities of the Company pursuant to registration rights granted by the Company, each Holder agrees, if and to the extent requested in writing by the managing underwriter or underwriters administering such offering as promptly as reasonably practicable prior to the commencement of the 7-day period referred to below (a "Hold-Back Election"), not to effect any public sale or distribution of securities of the Company except as part of such Underwritten Offering, during the period beginning seven (7) days prior to the closing date of such underwritten offering and during the period ending on the earlier of (i) forty-five (45) days after such closing date and (ii) the date such sale or distribution is permitted by such managing underwriter or underwriters, provided that, if and to the extent it is reasonable to do so, the Company will request of the managing underwriter or underwriters to permit such sale or distribution prior to the date permitted under clause (i) above. Notwithstanding the foregoing provisions of this Section 7(a), no Holder shall be obligated to refrain from making any public sale or distribution of securities of the Company in the case of any underwritten secondary offering initiated at the request of any Person who has not agreed in writing to expressly recognize and give effect to the Holders' rights under Section 7(d) and to be subject to provisions that are at least as favorable to the Holders as the provisions contained in this Section 7(a) are to such holder. No Hold-Back Election shall be invoked or be effective until after the end of the Exclusive Period. This Section 7(a) shall cease to be of any effect following the time that Western and its subsidiaries hold, in the aggregate, less than three percent (3%) of the outstanding Common Shares.
Hold-Back Election. In the case of the registration of any Underwritten Offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), and other than in connection with (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a Requesting Securityholder, each Holder agrees that if it is reasonably requested to do so by the managing underwriter or the underwriters, then such Holder shall not effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the period beginning twenty (20) days prior to the closing date of such Underwritten Offering and ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the managing underwriter or underwriters). The Company agrees not to effect any public sale or distribution of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock (but the mere issuance of shares of Common Stock upon any conversion, exercise or exchange of outstanding options, warrants or other convertible securities shall not itself be deemed to be a public sale or distribution for purposes of this sentence), (i) during the 10 days prior to and during the forty-five (45) day period following the effective date of any Demand Registration or Piggyback Registration, or (ii) if an Underwritten Offering, such longer period as any underwriter in the Underwritten Offering shall require, or such shorter period as the underwriter in the Underwritten Offering shall permit, but in no event longer than 90 days following the effective date of any Demand Registration or Piggyback Registration.
Hold-Back Election. (i) In the case of the registration of any underwritten primary offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or in connection with (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights granted by the Company, upon the request of the managing underwriter, each Holder of five percent (5%) or more of the outstanding shares of Common Stock agrees not to effect any public sale or distribution of Registrable Securities except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the period ending on ninety (90) days after such closing date (or such longer period, not to exceed 180 days, plus such additional period as may be required by applicable law or regulation, as may be reasonably requested in writing by the Company and by the managing underwriter or underwriters). In the event that such Holders are required to refrain from selling Registrable Securities pursuant to this Section 7(a)(i) during the required registration period under Section 3(b) hereof, the period set forth in Section 3(b) hereof shall be extended by the number of days during such required registration period that the Holders were required to refrain from selling Registrable Securities pursuant to this Section 7(a)(i).
Hold-Back Election. In the case of the registration of any underwritten primary offering initiated by Newport (other than any registration by Newport on Form S-4 or Form S-8 or any successor or substantially similar form, and other than in connection with (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or an acquisition of any securities or assets of another entity, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a Requesting Securityholder, each Holder that includes Registrable Securities therein agrees not to effect any public sale or distribution of securities of Newport, except as part of such underwritten registration, during the period beginning 15 days prior to the expected date of execution of an underwriting agreement relating to such underwritten offering and ending 90 days after such closing date (or such shorter period as may be agreed to between the underwriters thereof and Newport or any other security holder of Newport selling securities in such offering). The parties acknowledge that the expected date of execution of an underwriting agreement shall be made in the good faith determination of the managing underwriter of such offering and communicated in writing to such Holders.
Hold-Back Election. In the case of the registration of any primary Underwritten Offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), and other than in connection with (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or any secondary Underwritten Offering initiated at the request of a Requesting Securityholder, the Shareholders agree that if they are requested to do so by any managing underwriter, then the Shareholders shall not effect any sale or distribution of securities of the Company, or options warrants, puts or calls with respect to securities of the Company, except as part of such Underwritten Offering, during the period beginning ten (10) days prior to the closing date of such Underwritten Offering and ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the Company or by such managing underwriter).
Hold-Back Election. In the case of the registration of any underwritten primary offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), and other than in connection with (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights granted by the Company prior to the date of this Agreement, each Holder agrees that if such Holder is reasonably requested to do so by the managing underwriter or underwriters, then such Holder shall not effect any public sale or distribution of Registrable Securities of the Company, except as part of such underwritten registration, during the period beginning thirty (30) days prior to the closing date of such underwritten offering and ending ninety (90) days after such closing date.
Hold-Back Election. In the case of the registration of any underwritten primary offering initiated by Buyer (other than any registration by Buyer on Form S-4 or Form S-8 or any successor or substantially similar form and in which the Holders participate in any amount, and other than in connection with (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or an acquisition of any securities or assets of another entity, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a Requesting Securityholder, each Holder that includes Registrable Securities therein agrees not to effect any public sale or distribution of securities of Buyer, except as part of such underwritten registration, during the period beginning 15 days prior to the expected date of execution of an underwriting agreement relating to such underwritten offering and ending 90 days after such closing date (or such shorter period as may be agreed to between the underwriters thereof and Buyer or any other security holder of Buyer selling securities in such offering), provided that the officers and directors of Buyer and the other participants in the offering are bound by the same restrictions. These restrictions shall not be waived, released or otherwise modified for the benefit of any person (including any Holder) subject to such restrictions, unless similar restrictions of each of the other such persons are waived, released or otherwise modified to the same extent and with respect to a number of securities that bears the same proportion to the total number of securities of each of the persons bound by any such restriction as the number of securities of any such person affected by any such waiver, release or modification bears to the total number of such person's securities bound by such similar restriction. The parties acknowledge that the expected date of execution of an underwriting agreement shall be made in the good faith determination of the managing underwriter of such offering and communicated in writing to such Holders.
