Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Information Management Associates Inc), Stock Purchase Agreement (Information Management Associates Inc), Stock Purchase Agreement (Information Management Associates Inc)

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Holdback Agreements. (i) Each holder Holder of Registrable Securities agrees covered by acquisition of such Registrable Securitiesa registration statement pursuant to Section 2 or 3 agrees, if so required requested by Holdco or the managing underwriterunderwriter of an underwritten offering, not to effect any public sale or other distribution of any equity securities of the Company, Company during the seven days 7 day period prior to to, and during the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 has become effectiveday period beginning with, except as part the effectiveness of such underwritten registration, whether or not such holder participates in such registrationregistration statement.

Appears in 4 contracts

Samples: Registration Rights Agreement (Unitrin Inc), Registration Rights Agreement (Unitrin Inc), Registration Rights Agreement (Northrop Grumman Corp)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 section 13.1 or 9.2 13.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 3 contracts

Samples: Letter Agreement (Information Management Associates Inc), Letter Agreement (Information Management Associates Inc), Information Management Associates Inc

Holdback Agreements. (i) Each If any registration pursuant to Section ------------------- 10.2 or 10.3 shall be in connection with an underwritten public offering, each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 has become effective, except Registrable Securities (other than as part of such underwritten registration, whether public offering) within seven days prior to the effective date of such registration statement or not 120 days after the effective date of such holder participates in such registrationregistration statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Halis Inc), Agreement and Plan of Merger and Reorganization (Halis Inc), Agreement and Plan of Merger and Reorganization (Halis Inc)

Holdback Agreements. (i) Each holder If any registration pursuant to Section 3.1 or 3.2 shall be in connection with any underwritten public offering, each Holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 has become effective, except Registrable Securities (other than as part of such underwritten registrationpublic offering) within seven (7) days prior to the effective date of such registration statement or one hundred twenty (120) days after the effective date of such registration statement, whether or not such holder participates in such registrationunless the underwriters managing the offering otherwise agree.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Patterson Energy Inc), Agreement and Plan of Merger (Patterson Energy Inc), Asset Purchase Agreement (Patterson Energy Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable SecuritiesHolder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities Registrable Securities or sales of such Registrable Securities pursuant to Rule 144 or Rule 144A under the CompanySecurities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration pursuant to Section 9.1 or 9.2 2(b) has become effective, effective (except as part of such underwritten registration), whether or not such holder the Holder participates in such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Mai Systems Corp), Registration Rights Agreement (Mai Systems Corp)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 7.1 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Information Management Associates Inc), Stock Purchase Agreement (Information Management Associates Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section section 9.1 or 9.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Information Management Associates Inc), Stock Purchase Agreement (Information Management Associates Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity such securities of the Company, during the seven days prior to and the 90 days such period of time as is required by such managing underwriter (not to exceed 120 days) after any underwritten registration pursuant to Section section 9.1 or 9.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Inmac Corp)

Holdback Agreements. (i) Each holder Seller requesting registration of Registrable Securities agrees by acquisition of such Registrable Securitiesagrees, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, Company during the seven five days prior to and the 90 days after 90-day period (or such shorter period agreed to by the underwriter) beginning on the effective date of any underwritten registration pursuant to Section 9.1 or 9.2 has become effective, 2 hereof in which Registrable --------- Securities are included (except as part of such underwritten registration, whether or not such holder participates in such registration).

Appears in 1 contract

Samples: Registration Rights Agreement (Purico Iom LTD)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 or 9.2 2.2 hereof has become effective, except as part of such underwritten registration, whether or not but only if such holder participates in such registration, and except for any incidental registration pursuant to Section 2.2 hereof with respect to any distribution or public sale in which the managing underwriter has agreed to include such securities in the registration or public distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Orthopedics Inc)

Holdback Agreements. (i) Each holder of Registrable Eligible Securities agrees by acquisition becoming a holder of such Registrable Securities, if so required by the managing underwriter, Eligible Securities not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), during the seven ten days prior to before and the 90 days after any underwritten registration pursuant to Section 9.1 1.1 or 9.2 1.2 with respect to which such holder has a right to participate has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Deutsche Telekom Ag)

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Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section ------- 9.1 or 9.2 has become effective, except as part of such underwritten --- registration, whether or not such holder participates in such registration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Management Associates Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 9.1 section 2.1 or 9.2 2.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration, and except for any incidental registration pursuant to section 2.2 with respect to any distribution or public sale in which the managing underwriter has agreed to include such securities in the registration or public distribution.

Appears in 1 contract

Samples: Stock Purchase Agreement (Riverside Group Inc/Fl)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable SecuritiesHolder agrees, if so required by ------------------- the managing underwriter, not to effect any public sale or distribution of any equity securities Registrable Securities or sales of such Registrable Securities pursuant to Rule 144 or Rule 144A under the CompanySecurities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration pursuant to Section 9.1 or 9.2 2(c) has become effective, effective (except as part of such underwritten registration), whether or not such holder the Holder participates in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Canpartners Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees The Holders agree by acquisition of such the Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, Registrable Securities during the seven days prior to and the 90 days after date on which any underwritten registration pursuant to Section 9.1 2.1 or 9.2 has become effective2.2 becomes effective and the 180 days thereafter, except as part of such underwritten registration, whether registration or not such holder participates to the extent that any of the Holders is prohibited by applicable law from agreeing to withhold Registrable Securities from sale or is acting in such registrationits capacity as an investment adviser.

Appears in 1 contract

Samples: Registration Rights Agreement (Optel Inc)

Holdback Agreements. (i) Each holder of Registrable Securities Holder agrees by acquisition of such Registrable Securities, if so required by the managing underwriterunderwriters, not to effect any public sale or distribution of any equity securities of the Company, during the seven days prior to and the 90 180 days after any underwritten registration pursuant to Section 9.1 or 9.2 section 2.1 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Paper Warehouse Inc)

Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required requested by the managing underwriter, not to effect any public sale or distribution of any equity such securities of the Company, during the seven days prior to and the such period of time as is requested by such managing underwriter (not to exceed 90 days days) after any underwritten registration pursuant to Section section 9.1 or 9.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration.

Appears in 1 contract

Samples: Datum Inc

Holdback Agreements. (i) Each holder of Registrable Restricted Securities agrees by acquisition of such Registrable Securitiesagrees, if so required by the managing underwriter, not to effect any public sale or distribution of any equity securities of the Company, Company during the seven days prior to and the 90 days after 90-day period beginning on the effective date of any underwritten registration pursuant to Section 9.1 3 or 9.2 has become effective, 4 hereof in which Registrable Common Stock are included (except as part of such underwritten registration, whether or not such holder participates in such registration.)

Appears in 1 contract

Samples: Registration Rights Agreement (Educational Medical Inc)

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