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This excerpt taken from the DTV 8-K filed Apr 28, 2005. 6.8. “Market Stand-Off” Agreement. Each Investor, if requested by the Company
and an underwriter of LLC Interests or other securities of the Company, shall
agree not to sell or otherwise transfer or dispose of any Registrable
Securities or other securities of the Company held by such Investor for a
specified period of time determined by the Company and the underwriters (not to
exceed 90 days (or 180 days in connection with the initial public offering of
equity securities of the Company)) following the effective date of a
Registration Statement; provided, that:
(a) such agreement shall only apply to the first Registration Statement covering LLC Interests or other securities of the Company to be sold on the Company’s behalf to the public in an underwritten offering; and (b) all Investors holding more than 1% of the LLC Interests or other equity of the Company (including convertible securities, or upon the exercise of options, warrants or rights) and all executive officers and directors of the Company enter into similar agreements. Such agreement shall be in writing in a form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Registrable Securities or other securities subject to the foregoing restriction until the end of the stand-off period. The Company agrees, on behalf of itself and its Affiliates, (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 6.1 hereof, or any securities convertible into or exchangeable or exercisable for such securities (in each case other than in connection with the Company’s employee stock option or incentive plan) during the 30 days prior to, and during the 120-day period beginning on, the commencement of a public distribution of Registrable Securities (or such shorter period of time as may be required by the underwriter effecting such public distribution); and (ii) that any agreement pursuant to which the Company issues or agrees to issue, or has issued or agreed to issue, any privately placed equity securities shall contain, or contains, a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 under the Securities Act; provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities. |
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