Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Protagonist Therapeutics, Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement ,(C) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of the Representatives (Cwhich consent may be withheld in their sole discretion), (D) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement, (E) file a registration statement on Form S-8 with respect to any register Shares or Related Securities issued or issuable pursuant to any the terms of stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (DF) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesentity; provided, commercial relationships or other strategic transactions; provided thathowever, that in the case of immediately preceding clauses clause (D) and (EF), (x) such Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number Company’s outstanding shares of Shares outstanding immediately following common stock on a fully diluted basis after giving effect to the consummation sale of the offering offered Shares contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form attached as Exhibit A, and (G) issue Shares in connection with the payment of accrued dividends on shares of the Offered Shares pursuant to this AgreementCompany’s preferred stock as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionissue Share Capital upon the conversion of outstanding preferred shares and convertible notes, stock bonus, or other stock plan or arrangement described each as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) the issuance of Share Capital or Related Securities in an aggregate amount not to exceed 5% (ten percent) of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactionspartnering transactions without the prior written consent of Jefferies; provided that, in the case of immediately preceding clauses (D) and subclauses (E), the aggregate number each recipient of Shares issued such Share Capital or underlying such Related Securities issued shall have entered into a Lock-up Agreement with the Underwriters substantially in connection with all such acquisitions and other transactions does not exceed 10% the form of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of shares of Common Stock, shares of any Shares preferred stock or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares of Common Stock, shares of any Shares preferred stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares preferred stock, Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares preferred stock, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B1) issue Shares Common Stock or options to purchase SharesCommon Stock or restricted stock units, or issue Shares Common Stock upon exercise of optionsoptions or upon distribution pursuant to restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of grants of options or restricted stock units made after the date hereof and during the Lock-up Period, such grants shall provide that they shall not be exercisable or, in the case of restricted stock units, that the underlying shares shall not be distributed until after the expiration of the Lock-up Period without the prior written consent of Pxxxx Xxxxxxx (Cwhich consent may be withheld in its sole discretion); (2) file a registration statement on Form S-8 with respect to issue any Shares preferred stock, Common Stock or Related Securities issued or issuable pursuant to any stock option, stock bonus, warrants or other stock plan or arrangement outstanding rights as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus and (D3) issue Shares in connection with the acquisition by the Company shares of the securitiesCommon Stock, businessshares of preferred stock convertible into Common Stock, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships strategic acquisitions and licensing arrangements or other strategic transactionsagreements; provided that, in the case of immediately preceding clauses with respect to clause (D) and (E3), the aggregate number of Shares issued shares of Common Stock, shares of preferred stock convertible into Common Stock, or underlying such Related Securities issued in connection with all such acquisitions and other transactions does shall not exceed 105% of the aggregate number shares of Shares Common Stock outstanding immediately following on the consummation of the offering of the Offered Shares pursuant to this Agreementdate hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares any preferred stock or Common Stock or any securities exchangeable or exercisable for or convertible into Sharesany preferred stock or Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesany preferred stock or Common Stock.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the U.S. Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue ADSs or Ordinary Shares or grant free shares, options or warrants (including founders’ share warrants (bons de souscription de parts de créateur d’entreprise, or BSPCE), share warrants (bons de souscription d’actions, or BSA) and stock options (options de souscription d’actions) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of options or warrants (including BSPCE, BSA and stock options)), pursuant to any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, provided that the recipients thereof (other than recipients who acquire Ordinary Shares solely upon the exercise, during the Lock-up Period, of BSPCE, BSA, stock-options or free shares outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus) provide to the Representatives, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto), (C) file a registration statement on Form S-8 with respect to any register ADSs or Ordinary Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other similar stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, ; and (D) issue ADSs or Ordinary Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesacquisition; provided, commercial relationships or other strategic transactions; provided thathowever, that in the case of immediately preceding clauses clause (D) and (E), (x) such ADSs or Ordinary Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares Company’s outstanding share capital immediately following the consummation of the offering of the Offered Shares pursuant Securities contemplated by this Agreement and (y) the recipients thereof provide to this Agreement. For purposes Jefferies, on behalf of the foregoingUnderwriters, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesa signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue ADSs, Ordinary Shares or options to purchase incentive awards for ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise or vesting of optionsincentive awards, pursuant to any stock share option, stock share bonus or other stock incentive award plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any issue ADSs or Ordinary Shares or Related Securities issued or issuable pursuant to any stock optionthe exercise of options or warrants, stock bonusin each case, or other stock plan or arrangement outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a share option, share bonus or other share plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus or file a registration statement on Form F-6 to register ADSs, (E) issue ADSs or Ordinary Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesacquisition; provided, commercial relationships or other strategic transactions; provided thathowever, that in the case of immediately preceding clauses (D) and clause (E), ) (x) such ADSs or Ordinary Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares Company’s outstanding share capital immediately following the consummation of the offering of the Offered Shares pursuant Securities contemplated by this Agreement and (y) the recipients thereof provide to this the Representatives a signed Lock-Up Agreement, and (F) offer and sell ADSs under the Company’s existing Open Market Sale AgreementSM, dated as of March 19, 2021, by and between the Company and Jefferies. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such capital stock or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), and (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in issue Share Capital of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares Company in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesacquisition, commercial relationships or other strategic transactions; provided thatprovided, however, in the case of immediately preceding clauses this clause (D) and (EC), (x) such Share Capital shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 107.5% of the aggregate number of Ordinary Shares outstanding immediately following prior to giving effect to such issuance and (y) the consummation of recipients thereof provide to the offering of the Offered Shares pursuant to this Representative a Lock-Up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Underwriter (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Cowen (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may [(A) effect the transactions contemplated hereby, hereby and (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionissue Share Capital upon the conversion of outstanding preferred shares and convertible notes, stock bonus, or other stock plan or arrangement described each as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) the issuance of Share Capital or Related Securities in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactionspartnering transactions without the prior written consent of Jefferies and Cowen; provided that, in the case of immediately preceding clauses (D) and subclauses (E), the aggregate number each recipient of Shares issued such Share Capital or underlying such Related Securities issued shall have entered into a Lock-up Agreement with the Underwriters substantially in connection with all such acquisitions and other transactions does not exceed 10% the form of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto]. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Samples: NeuroDerm Ltd.
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Mxxxxxx Lxxxx (which consent may be withheld in their at the sole discretiondiscretion of Mxxxxxx Lxxxx), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any “an open "put equivalent position” (as defined in " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of Mxxxxxx Lxxxx (Cwhich consent may be withheld at the sole discretion of the Mxxxxxx Lxxxx) file and provided, further, that nothing in this subsection (n) shall prohibit the Company from (i) issuing up to 405,428 shares of Common Stock upon exercise of outstanding stock options under the Company's stock option plans, (ii) issuing shares of Common Stock upon reinvestment of dividends under the Company's Dividend Reinvestment and Stock Purchase Plan (the "DRSPP"), (iii) filing a universal shelf registration statement on Form S-3 the ("Shelf") with the Commission, provided that no prospectus supplement may be filed by the Company under the Shelf with the Commission during the 90-day restricted period other than a prospectus supplement to register the offer and sale of future shares under the DRSPP or (iv) in the event that the Company does not meet the requirements for filing a registration statement on Form S-8 with respect S-3 during the 90 day restricted period, filing a Form S-1 solely to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in register the Registration Statement, offer and sale of future shares under the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementDRSPP. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (i) during the last 17 days of the 90-day restricted period the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (ii) prior to acquire other securities the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their sole discretion)Jefferies, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may restrictions set forth above shall not apply to (A) effect the transactions contemplated herebyShares, (B) issue Shares or options to purchase Shares, or issue Shares the issuance by the Company of shares of Common Stock upon the exercise of options, pursuant to any stock option, stock bonus an option or other stock plan warrant or arrangement the conversion of a security described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to the grant of options, restricted share units or any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement type of equity award described in the Registration StatementTime of Sale Prospectus and the Prospectus, or the issuance of shares of Common Stock by the Company (whether upon the exercise of stock options or otherwise), to employees, officers, directors, advisors or consultants of the Company and its Subsidiaries pursuant to employee benefit plans described in the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares of Common Stock or any Related Securities issued under or the grant of any award pursuant to an employee benefit plan described in the Time of Sale Prospectus and Prospectus, or (E) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or any Related Securities in connection with one or more mergers, acquisitions of securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with products, joint ventures, commercial relationships or other strategic transactions; corporate transactions or alliances, provided that, that in the case of immediately preceding clauses (D) and this clause (E), the aggregate number transferee of Shares issued such Common Stock or underlying such any Related Securities issued agrees to be bound in connection with all such acquisitions and other transactions does writing to the restrictions set forth in this Section 6(o); provided that the aggregate amounts of shares of Common Stock or any Related Securities (on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 105% of the aggregate total number of Shares shares of Common Stock of the Company issued and outstanding immediately following the consummation completion of the offering of the Offered Shares pursuant to transactions contemplated by this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Evercore (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue ADSs, Ordinary Shares or options or other equity awards to purchase or acquire ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of optionsoptions or the vesting of other equity awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion); (C) file a registration statement on Form S-8 with respect to any issue ADSs or Ordinary Shares or Related Securities issued or issuable pursuant to the exercise of any stock option, stock bonus, or other stock plan or arrangement warrants to acquire securities of the Company outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; (D) file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus; and (E) issue ADSs or Ordinary Shares in connection with any joint venture, commercial, strategic, business combination or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity entity, or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturestransaction; provided, commercial relationships or other strategic transactions; provided thathowever, that in the case of immediately preceding clauses (D) and clause (E), (x) the aggregate number of ADSs or Ordinary Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares Company’s outstanding ordinary share capital immediately following the consummation of the offering of the Offered Shares pursuant ADSs contemplated by this Agreement and (y) the recipients thereof provide to this Agreementthe Representatives a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Stealth BioTherapeutics Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,118,282 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase its Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies (Cwhich consent may be withheld at the sole discretion of the Jefferies); (ii) the Company may file a registration statement on Form S-8 with the Commission with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, Prospectus; (iii) the Time Company may issue Shares upon exercise of Sale Prospectus and warrants pursuant to any warrant arrangement described in the Prospectus, but only if the holders of such Shares issued upon exercise of such warrants agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or warrants during such Lock-up Period without the prior written consent of Jefferies (Dwhich consent may be withheld at the sole discretion of the Jefferies); and (iv) the Company may issue up to Shares pursuant to agreements entered into in connection with business combination transactions in the acquisition by Company’s industry as described in the Prospectus (including mergers, asset purchases, share purchases, strategic transactions, joint ventures and licensing arrangements) (and the Company of the securitiesmay issue or assume options, business, property warrants or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company securities in connection with such transactions that become convertible into or exerciseable for Shares, provided that any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares issuable pursuant to this Agreement. For purposes of the foregoingsuch options, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into shall count toward the share limit specified above) but only if the holders of such Shares, options, warrants or to acquire other securities or rights ultimately exchangeable shares issued upon exercise of such options, warrants or exercisable forother securities agree in writing not to sell, offer, dispose of or convertible into, Sharesotherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of the Jefferies).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus this Agreement (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their sole discretion)the Representative, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesForward Shares or the Forward Sale Agreements); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities or options to purchase Sharesshares of Common Stock or Related Securities, or issue Shares shares of Common Stock or Related Securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement related to the compensation of directors, officers and employees of the Company and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable issue shares of Common Stock pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Company’s Dividend Reinvestment and the ProspectusCommon Stock Purchase Plan that are not issued pursuant to a “Request for Waiver” under such Plan, (D) issue Shares in connection with the acquisition by the Company issues shares of Common Stock upon redemption of partnership units (“OP Units”) of the securitiesOperating Partnership, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case shares of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares Common Stock pursuant to this Agreementthe Forward Sale Agreements. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (OHI Healthcare Properties Limited Partnership)
Agreement Not to Offer or Sell Additional Shares. During Except as disclosed on Schedule 3(n) herein, during the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of capital stock (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares Share Capital or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of optionsoptions or warrants outstanding on the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the Company prior written consent of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company Representative (which consent may be withheld in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Eits sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Pluristem Therapeutics Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus Final Offering Documents (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Evercore (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) file or submit, or cause the filing or submission, of any prospectus in Canada or registration statement under the Securities Act with respect to any Shares or other capital stock or any securities convertible into or exercisable or exchangeable for any Shares or other capital stock (other than the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares to be sold to the Underwriters pursuant to this Agreement, and other than a Form S-8 to register securities issuable pursuant to the Company’s equity compensation plans as those plans are in effect on the date of this Agreement and as described in the Time of Sale Prospectus and Final Offering Documents); or (vi) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction described in clause (i) or (vi) above is to be settled in by delivery of Shares, other capital stock, other securities, in cash or otherwise; (vivii) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase SharesRelated Securities, or issue Shares upon exercise or vesting of optionsRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or outstanding warrants described in the Registration StatementOffering Documents, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 but only with respect to (x) after the 10th day following the date of the Final Offering Documents, to an aggregate of 602,778 Shares issuable upon the exercise of Related Securities held by directors and executive officers of the Company that are scheduled to expire during the Lock-up Period, and (y) additional Shares or Related Securities, provided that each recipient of such securities that is a director or executive officer of the Company shall have agreed in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any Shares or Related Securities issued or issuable pursuant during such Lock-up Period (except for the Shares and Related Securities referred to any stock option, stock bonus, or other stock plan or arrangement described in (x) herein) without the Registration Statement, the Time prior written consent of Sale Prospectus Jefferies and the ProspectusEvercore (which consent may be withheld in their sole discretion), (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (EC) issue Shares or Related Securities in connection with joint venturesany acquisition, commercial relationships collaboration, licensing or other strategic transactionstransaction (but excluding transactions principally of a financing nature); provided that, in the case of immediately preceding clauses (D) and (E), that the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (C) shall not exceed 10% five percent (5%) of the aggregate total number of Shares issued and outstanding immediately following the consummation of the offering of the Offered Shares pursuant to transactions contemplated by this Agreement; and provided further that the Company shall cause each recipient of such Shares or Related Securities to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or Related Securities during such Lock-up Period without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion), or (D) offer and sell Shares under any future at-the-market offering program for which Jefferies is the sales agent and/or principal. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Underwriter (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,170,660 shares of Common Stock and (y) the recipients thereof provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans described in the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares pursuant to the exercise of warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that, (C) file a registration statement on Form S-8 with respect to if the holder of any such Shares or Related Securities issued options is one of the Company’s directors, officers or issuable pursuant stockholder listed on Exhibit C attached hereto, such holder shall agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any stock option, stock bonus, such Shares or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus options during such Lock-up Period and the Prospectus, (D) issue Shares in connection with the acquisition issuance by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with a licensing arrangement, joint venturesventure, commercial relationships acquisition or business combination or other collaboration or strategic transactionstransaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of immediately preceding clauses clause (D) and (E), the aggregate number recipients of such Shares issued or underlying such Related Securities issued agree to be bound by the terms of the lockup letter in connection with all such acquisitions the form of Exhibit B hereto and other transactions does not exceed 10% the sum of the aggregate number of Shares outstanding immediately following the consummation or Related Securities so issued shall not exceed 5% of the offering of the Offered Shares pursuant to this Agreementtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Five Prime Therapeutics Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, outstanding options or warrants or (ii) issue options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, so long as, in the case of (i), the outstanding options or warrants are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of (ii), except for the awards described in the next succeeding sentence, such awards do not vest or do not become exercisable during the lock-up period and the plans or arrangements under which they are made are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company may issue compensatory stock awards to its directors, (C) file a registration including the director who also serves as chief executive officer, as contemplated by its proxy statement filed on Form S-8 with respect to October 14, 2011, so long as each recipient of any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in such award shall have executed for the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company benefit of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Underwriters a Lock-Up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. XxxxxxXxxxxxxxx, Jefferies Xxxxxx Xxxxxxx and Pxxxx Xxxxxxx BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing during the Lock-up Period); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue any Shares or options to purchase Shares, or issue Shares of the Company issued upon the exercise of optionsoptions or any equity awards, pursuant to any stock optionin each case, stock bonus or other stock plan or arrangement described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement Registration Statement on Form S-8 with respect relating to any Shares a Company Stock Plan, inducement award or Related Securities issued or issuable pursuant to any employee stock option, stock bonus, or other stock purchase plan or arrangement described that is disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any assumed employee benefit plan contemplated by clause (E), (D) issue Shares in connection with issued upon the acquisition by exercise, conversion or exchange of securities of the Company outstanding as of the securitiesdate of this Agreement and disclosed in the Registration Statement, businessthe Time of Sale Prospectus or the Prospectus and (E) issue up to an aggregate amount not to exceed 5.0% of the total number of Shares outstanding immediately following the issuance of the Offered Shares, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed issued by the Company in connection with any such acquisition mergers, acquisitions or commercial or strategic transactions (E) issue Shares or Related Securities in connection with including, without limitation, entry into joint ventures, commercial relationships marketing or other strategic transactionsdistribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses); provided that, in the case of immediately preceding clauses (B) through (D) and ), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 10.0% of the fully diluted capital stock of the Company to execute a Lock-up Agreement for the Lock-up Period; provided further that, in the case of clause (E), the aggregate number Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th sixtieth (60th) day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies Gxxxxxx Sxxxx and Pxxxx Xxxxxxx Mxxxxx Sxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase SharesShares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus or hereafter disclosed in a filing incorporated by reference into the Registration Statement; (C) file a registration statement statements on Form S-8 or amendments thereto; (D) issue Shares upon conversion of convertible debt securities outstanding on the date hereof and in accordance with respect their terms, provided such convertible debt securities are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) facilitate the establishment of a of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (i) such plan does not provide for the transfer of Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may be made under such plan during the Restricted Period (F) the issuance of Shares or Related Securities in connection with any merger or acquisition of securities, businesses, property or other assets or strategic investment (including any joint venture, strategic alliance, partnership, equipment leasing arrangement or debt financing) (a “Strategic Transaction”); provided, however, that in the case of clause (F), (x) such Shares or Related Securities shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Shares contemplated by this Agreement and (y) the recipients thereof shall provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto; provided further, that neither clause (x) nor clause (y) shall apply to Shares or Related Securities issued or issuable pursuant to any stock optionas contingent consideration due upon the achievement of a certain commercial milestone in connection with the acquisition of Omniome, stock bonus, or other stock plan or arrangement Inc. as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, including in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreementdocuments incorporated by reference therein. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of warrants, options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any but only if the holders of such capital stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company options agree in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.writing
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, including the issuance of the Warrant Shares in connection with the exercise of the Pre-Funded Warrants, (B) issue repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement, (C) issue Shares, options to purchase Shares, restricted stock units or performance-based restricted stock units, or issue Shares upon exercise of optionsoptions or settlement of restricted stock units or performance-based restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that any directors or officers who are recipients thereof have provided the a signed Lock-Up Agreement in the form attached as Exhibit B hereto, (CD) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement, and (E) file a registration statement on Form S-8 with respect to any register Shares or Related Securities issued or issuable pursuant to any the terms of stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreementinducement arrangement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of this Agreement (as the Prospectus (such period, as same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act Act, except for a registration statement on Form S-8 relating to the Company’s existing employee benefit plans, in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; providedother than (i) the issuance of restricted Common Stock, howeverrestricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Applicable Prospectus, (ii) issuances of Common Stock upon the exercise or settlement of options or restricted stock units or warrants disclosed as outstanding in any Applicable Prospectus; or (iii) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction, if any, that satisfies all of the Company may requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (A) effect during the transactions contemplated herebylast 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) issue prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares or options to purchase Sharesare “actively traded securities” (as defined in Regulation M), or issue Shares upon exercise (ii) the Company meets the applicable requirements of optionsparagraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4), pursuant and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect research reports relating to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company published or distributed by any of the securities, business, property Underwriters during the 15 days before or other assets after the last day of another person or business entity or pursuant the Lock-up Period (before giving effect to any employee benefit plan assumed by such extension). The Company will provide the Company in connection Underwriters with prior notice of any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% announcement that gives rise to an extension of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesLock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; , (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; , (iv) in any other way transfer or dispose of any Shares or Related Securities; , (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; , (vi) announce the offering of any Shares or Related Securities; , (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); , or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such ADSs or Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the Company prior written consent of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company Representative (which consent may be withheld in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Eits sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Samples: Secoo Holding LTD
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, each of Jefferies and Pxxxx Xxxxxxx Xxxxxx Xxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies and Xxxxxx Xxxxxxxx), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including, without limitation, any short sale), pledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, ADSs, options, rights or warrants to acquire Shares or Related Securities ADSs, or securities exchangeable or exercisable for or convertible into Shares, ADSs or derivatives of Shares and ADSs (or agreement for such) (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or ADSs or options to purchase SharesShares or ADSs, or issue Shares or ADSs upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares but only if the holders of such shares or Related Securities issued or issuable pursuant to any stock optionADSs, stock bonusoptions, or other stock plan shares issued upon exercise of such options, are contractually restricted from, or arrangement described agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the Registration Statement, prior written consent of each of Jefferies and Xxxxxx Xxxxxxxx (which consent may be withheld at the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company sole discretion of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) Jefferies and (EXxxxxx Xxxxxxxx), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, if (i) during the last 17 days of the 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 Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless each of Jefferies and Xxxxxx Xxxxxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxxx Xxxxxxxx), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “Related Securitiesactively traded securities” shall mean (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of Conduct Rule 2711(f)(4) are not applicable to any options research reports relating to the Company published or warrants distributed by any of the Underwriters during the 15 days before or other rights after the last day of the Lock-up Period (before giving effect to acquire Shares or such extension). The Company will provide the Representatives with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (BCD Semiconductor Manufacturing LTD)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the Company prior written consent of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company Representative (which consent may be withheld in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Eits sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx RBC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies and RBC (which consent may be withheld in its sole discretion), (C) file a registration statement on Form S-8 with respect relating to any Shares shares of Common Stock or Related Securities issued or issuable granted pursuant to any stock option, stock bonus, or other stock plan or arrangement the Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus and (D) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.by
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares, Preferred Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares, Preferred Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares, Preferred Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares, Preferred Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to Jefferies a signed Lock-Up Agreement substantially in the form of Exhibit C hereto, (C) issue Ordinary Shares upon conversion of any Preferred Shares outstanding on the date hereof or issued in connection with the terms of this Agreement, (D) consummate the previously announced exchange of approximately $96.2 million in aggregate principal amount of the Company’s 4.50% Exchangeable Senior Notes due October 2, 2023 for approximately $106.3 million in aggregate principal amount of the Company 6.00% Exchangeable Senior Notes due April 1, 2027, (E) issue ADSs and Ordinary Shares upon exchange of the Company’s 4.50% Exchangeable Senior Notes and 6.00% Exchangeable Senior Notes due April 1, 2027, (F) sales made pursuant to that certain Open Market Sale AgreementSM, dated as of February 4, 2020, by and between the Company and Jefferies, (G) file a registration statement on Form S-8 with respect to any securities issued or issuable, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (CH) file assist any shareholder of the Company in the establishment of a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any stock option, stock bonus, public filing or other stock public announcement of such plan or arrangement described in during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Registration Statement, Lock-up Period pursuant to the Time terms of Sale Prospectus the lock-up agreement between such shareholder and the ProspectusUnderwriters in connection with the offering of the Offered Securities, (DI) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) J issue Shares ADSs or Related Securities Ordinary Shares, warrants, or restricted stock awards or of options to purchase ADSs or Ordinary Shares, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (DI) and (EJ), (x) the aggregate number of restricted stock awards and ADSs or Ordinary Shares issued or underlying such Related Securities issued in connection with with, or issuable pursuant to the exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not exceed 105% of the aggregate number of Ordinary Shares outstanding immediately following the consummation of the offering of the Offered Shares Securities pursuant to this AgreementAgreement and (y) the recipients of the ADSs. Ordinary Shares or Related Securities provide to Jefferies a signed Lock-Up Agreement in the form set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs, Preferred Shares or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs, Preferred Shares or Ordinary Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Avadel Pharmaceuticals PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sellissue, offer to sell, issue or contract to sell or lend issue any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer transfer, issue or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, Related Securities pursuant to any stock share option, stock bonus share bonus, employee share purchase or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; (C) issue Shares pursuant to the conversion or exchange of any Related Securities outstanding as of the First Closing Date; (D) file a registration statement on Form S-8 with respect to any register Shares or Related Securities issued or issuable pursuant to any stock the terms of a share option, stock share bonus, employee share purchase or other stock share incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or ; and (E) issue Shares or Related Securities in connection with any acquisition, strategic investment, joint venturesventure, commercial relationships or other strategic transactionscollaborative relationship or license; provided thatprovided, however, that in the case of immediately preceding clauses (D) and clause (E), (x) such Shares and Related Securities shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Company’s outstanding Shares outstanding immediately following on a fully diluted basis after giving effect to the consummation of the offering sale of the Offered Shares pursuant contemplated by this Agreement and (y) the recipients thereof provide to this Agreement. the Representative a signed Lock-Up Agreement in substantially the form attached as Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Xxxxxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxxxxxxxx), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that (1) the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase its Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time Prospectus or any amendment to or replacement of Sale Prospectus and the Prospectussuch plan, (C2) file a one or more registration statement statements on Form S-8 with respect or amendments thereto relating to the issuance of Shares or the issuance and exercise of options to purchase Shares granted under the employee benefit plans of the Company existing on the date of the Prospectus or the Company’s 2007 Equity Incentive Plan or any amendment to or replacement of such plan, (3) the Company may issue shares upon the exercise of warrants outstanding on the date hereof, (4) file any required amendments to the Selling Xxxxxxxxxxx X-0, and (5) the transfer of any Shares or Related Securities issued or issuable pursuant to any stock optiona tender offer, stock bonusexchange offer, merger, business combination or similar transaction that will result in the holders of the Shares outstanding immediately prior to such transaction failing to continue to represent at least 50% percent of the combined voting power of the Shares or such surviving or other stock plan or arrangement described in entity outstanding immediately after such transaction. Notwithstanding the Registration Statementforegoing, if (i) during the last 17 days of the Lock-up Period, the Time Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of Sale Prospectus and the ProspectusLock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (Di) issue Shares in connection with within three business days prior to the acquisition expiration of the Lock-up Period, the Company delivers to Xxxxxxxxxxx a certificate, signed by the Company Chief Financial Officer or Chief Executive Officer of Company, certifying on behalf of the Company that the Shares are “actively traded securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by ” (as defined in Regulation M) and (ii) that the Company in connection with any such acquisition or meets the applicable requirements of paragraph (Ea)(1) issue Shares or Related of Rule 139 under the Securities in connection with joint venturesAct of 1933, commercial relationships or other strategic transactions; provided thatas amended, in the case manner contemplated by Rule 2711(f)(4) of immediately preceding clauses (D) and (E), NASD. The Company will provide the aggregate number Representative with prior notice of Shares issued or underlying any such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% announcement that gives rise to an extension of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. XxxxxxJefferies, Jefferies and Pxxxx Xxxxxxx and Sxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this (i) this Agreement with respect to the SecuritiesOffered ADSs and (ii) the registration for resale of ADSs and Ordinary Shares underlying such ADSs issued and sold pursuant to that certain Securities Purchase Agreement, dated as of February 20, 2020, by and among the Company and the Purchasers who are signatories thereto); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to Jefferies a signed Lock-Up Agreement substantially in the form of Exhibit C hereto, (C) file a registration statement on Form S-8 with respect to any securities issued or issuable, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (CD) file assist any shareholder of the Company in the establishment of a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any stock option, stock bonus, public filing or other stock public announcement of such plan or arrangement described in during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Registration Statement, Lock-up Period pursuant to the Time terms of Sale Prospectus the lock-up agreement between such shareholder and the ProspectusUnderwriters in connection with the offering of the Offered Shares, (DE) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (EF) issue Shares ADSs or Related Securities Ordinary Shares, warrants, or restricted stock awards or of options to purchase ADSs or Ordinary Shares, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (DE) and (EF), (x) the aggregate number of restricted stock awards and ADSs or Ordinary Shares issued or underlying such Related Securities issued in connection with with, or issuable pursuant to the exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not exceed 105% of the aggregate number of Ordinary Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementAgreement and (y) the recipients of the ADSs. Ordinary Shares or Related Securities provide to Jefferies a signed Lock-Up Agreement in the form set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Avadel Pharmaceuticals PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their the Representatives’ sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ai) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and (ii) Shares as part of the Prospectus, (D) issue Shares equity consideration in connection with the acquisition by Acquisition as required under the Company terms of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Acquisition Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, subject to certain exceptions and without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by the Company Underwriters not to sell, offer, dispose of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such acquisition or (E) issue Shares or Related Securities options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Eits sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Fennec Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of optionsRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, commercial relationships strategic alliances, partnering arrangements or other strategic transactionsequipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of immediately preceding clauses clause (DC) and (E)for the avoidance of doubt, that the aggregate number Company shall not file any registration statement under the Securities Act in respect of such Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of during the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementLock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.. 24
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Citi (which consent may be withheld in their Citi’s sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the recipient of such Shares or Related Securities issued or issuable options execute a lock-up agreement with the Underwriters, substantially in the form set forth as Exhibit A hereto, pursuant to any stock optionwhich they agree not to sell, stock bonusoffer, dispose of or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such acquisition or (E) issue Shares or Related Securities options during such Lock-up Period without the prior written consent of Citi (which consent may be withheld in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (ECiti’s sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Citi waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. XxxxxxJxxxxxxxx, Jefferies Xxxxxx Xxxxxxx and Pxxxx Xxxxxxx BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing during the Lock-up Period); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue any Shares or options to purchase Shares, or issue Shares of the Company issued upon the exercise of optionsoptions or any equity awards, pursuant to any stock optionin each case, stock bonus or other stock plan or arrangement described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement Registration Statement on Form S-8 with respect relating to any Shares a Company Stock Plan, inducement award or Related Securities issued or issuable pursuant to any employee stock option, stock bonus, or other stock purchase plan or arrangement described that is disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any assumed employee benefit plan contemplated by clause (E), (D) issue Shares issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (E) (i) issue Shares in connection with the acquisition transactions contemplated by the Company Merger Agreement (as defined in the Registration Statement) and (ii) issue up to an aggregate amount not to exceed 5.0% of the securitiestotal number of Shares outstanding on the date hereof, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed issued by the Company in connection with any such acquisition other mergers, acquisitions or commercial or strategic transactions (E) issue Shares or Related Securities in connection with including, without limitation, entry into joint ventures, commercial relationships marketing or other strategic transactionsdistribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses); provided that, in the case of immediately preceding clauses clause (D) and (EE)(ii), the aggregate number Company shall cause each recipient to execute a lock-up agreement for the Restricted Period in the form of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesShares, (B) any registration statement on Form S-8 or any amendments thereto, (C) any registration statement that the Company may be required to file pursuant to the Rights Agreement (as defined below) or under applicable law with respect to the Rights (as defined below) and the securities issuable upon exercise or exchange of the Rights, or (D) any registration statement, including any amendments or any prospectuses or prospectus supplements to any registration statement, that the Company is contractually obligated to file under any of the agreements described under “Description of Capital Stock—Certain Registration Obligations” in the Time of Sale Prospectus and the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock upon the settlement, vesting or options to purchase Shares, or issue Shares upon exercise of options, warrants or rights outstanding on the date hereof, (C) issue shares of Common Stock (including upon exercise, conversion or settlement of Related Securities), issue options or other rights to purchase or acquire shares of Common Stock, or issue any other equity-based awards, in each case pursuant to any stock option, equity incentive, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares shares of Common Stock or Related Securities pursuant to or in connection with the acquisition by preferred shares rights agreement, dated as of August 8, 2006, as amended (the Company “Rights Agreement”), between the Registrant and the rights agent named therein, including the issuance of the securities, business, property or other assets shares of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares Common Stock or Related Securities upon exercise of or in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in exchange for rights to purchase Series A Participating Preferred Stock (the case of immediately preceding clauses (D“Rights”) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this the Rights Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the 90-day initial lock-up period, (A) the Company delivers a certificate to Jefferies, signed by its Chief Executive Officer, certifying on behalf of the Company that (i) the shares of Common Stock qualify as “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the 90-day initial lock-up period (before giving effect to such extension), and (B) Jefferies concurs, in its reasonable judgment, with such certification. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. In addition, notwithstanding anything to the contrary contained in this Section 3(o), the Company shall be permitted to keep in effect the At Market Issuance Sales Agreement, dated August 1, 2014, by and between the Company and MLV & Co. LLC (the “MLV Agreement”) and the prospectus supplement to the base prospectus included in the Registration Statement related thereto, provided that no sales of shares of Common Stock under the MLV Agreement shall be made during the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,800,000 of shares of Common Stock and (y) the recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementStatements, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th sixtieth (60th) day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sellissue, offer to sell, issue or contract to sell or lend issue any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer transfer, issue or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, Related Securities pursuant to any stock share option, stock bonus share bonus, employee share purchase or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; (C) issue Shares pursuant to the conversion or exchange of any Related Securities outstanding as of the First Closing Date, provided that such Related Securities have not been amended since the date of this Agreement to increase the number of such Related Securities or to decrease the exercise price, exchange price or conversion price of such Related Securities or to extend the term of such Related Securities; (D) file a registration statement on Form S-8 with respect to any register Shares or Related Securities issued or issuable pursuant to any stock the terms of a share option, stock share bonus, employee share purchase or other stock share incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, ; (DE) issue Shares in connection with and allot ordinary shares to Athyrium Opportunities IV Acquisition LP (“Athyrium”) under the acquisition by subscription agreement dated October 1, 2021 between the Company and Athyrium and file a registration statement under the Securities Act for the resale of such shares (provided that this registration statement shall not be declared effective prior to the sixtieth (60th) day following the date of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or Prospectus); and (EF) issue Shares or Related Securities in connection with any acquisition, strategic investment, joint venturesventure, commercial relationships or other strategic transactionscollaborative relationship or license; provided thatprovided, however, that in the case of immediately preceding clauses clause (D) and (EF), (x) such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (y) such Shares and Related Securities shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Company’s outstanding Shares outstanding immediately following on a fully diluted basis after giving effect to the consummation of the offering sale of the Offered Shares pursuant Securities contemplated by this Agreement and (z) the recipients thereof provide to this Agreement. the Representative a signed Lock-Up Agreement in substantially the form attached as Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares; and “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Appears in 1 contract
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of this Agreement (as the Prospectus (such period, as same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Underwriter (which consent may be withheld in their at the Underwriter’s sole discretion), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ai) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus bonus, employee stock purchase plan or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, (Cii) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement the exercise of warrants outstanding at the date of the Prospectus and described in the Registration Statement, the Time of Sale Prospectus and (iii) Shares issued pursuant to the Prospectusconversion of Series C Preferred Stock pursuant to the agreement among the Company, (D) issue Shares in connection with Rockport Capital Partners II, L.P. and NGP Energy Technology Partners, L.P. related to the acquisition by the Company conversion of the securities, business, property or other assets Company’s Series C Preferred Stock for shares of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, Company’s common stock as described under “Prospectus Supplement Summary—Recent Developments—Conversion of Preferred Stock” in the case of immediately preceding clauses Applicable Prospectus (D) and (Ethe “Conversion Agreement”), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, if (i) during the last 17 days of the 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 Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “Related Securitiesactively traded securities” shall mean (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any options research reports relating to the Company published or warrants distributed by the Underwriter during the 15 days before or other rights after the last day of the Lock-up Period (before giving effect to acquire Shares or such extension). The Company will provide the Underwriter with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Cowen (which consent may be withheld in their sole discretion), on behalf of the Underwriters, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares ADSs, Ordinary Shares, free shares or options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of optionsoptions or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), pursuant to any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus and in effect as of the date hereof, provided that the recipients thereof (other than recipients who acquire Ordinary Shares solely upon the exercise, during the Lock-up Period, of founder’s share warrants (BSPCE) and share warrants (BSA) outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus) provide to Jefferies and Cowen, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto; (C) issue Ordinary Shares in connection with any increase in capital resulting from the capitalization of reserves, profits or premiums in the ordinary course of business, (D) file a registration statement on Form S-8 with respect to any register ADSs or Ordinary Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other similar stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, ; and (DE) issue ADSs or Ordinary Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesacquisition; provided, commercial relationships or other strategic transactions; provided thathowever, that in the case of immediately preceding clauses (D) and clause (E), (x) such ADSs or Ordinary Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares Company’s outstanding share capital immediately following the consummation of the offering of the Offered Shares pursuant Securities contemplated by this Agreement and (y) the recipients thereof provide to this AgreementJefferies and Cowen, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing ADSs or Ordinary Shares or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionissue Share Capital upon the conversion of outstanding preferred shares and convertible notes, stock bonus, or other stock plan or arrangement described each as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) the issuance of Share Capital or Related Securities in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactionspartnering transactions without the prior written consent of the Representatives; provided that, in the case of immediately preceding clauses (D) and subclause (E), the aggregate number each recipient of Shares issued such Share Capital or underlying such Related Securities issued shall have entered into a Lock-up Agreement with the Underwriters substantially in connection with all such acquisitions and other transactions does not exceed 10% the form of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Samples: NeuroDerm Ltd.
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (each as defined below), including pursuant to the Sales Agreement, dated November 10, 2022, with Guggenheim as sales agent; (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in pledge any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares shares of Common Stock upon the exercise of optionsan option or warrant, pursuant the vesting of restricted stock units, performance stock units or deferred stock units or the conversion or exchange of a security outstanding on the date hereof as referred to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described the stock-based compensation plans of the Company and the Subsidiaries as referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or pursuant to any qualifying inducement award under Nasdaq Listing Rule 5635(c)(4), (D) issue Shares shares of Common Stock or other securities issued in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection a transaction with any such acquisition or an unaffiliated third party that includes a bona fide commercial relationship (E) issue Shares or Related Securities in connection with including joint ventures, commercial relationships marketing or other strategic transactions; distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that, in the case of immediately preceding clauses (D) and (E), that the aggregate number of Shares issued shares of Common Stock that the Company may sell or underlying such Related Securities issued in connection with all such acquisitions and other transactions does issue or agree to sell or issue shall not exceed 105% of the aggregate total number of Shares shares of Common Stock issued and outstanding immediately following the consummation of the offering issuance and sale of the Offered Shares pursuant to this Agreement. For purposes , (E) file registration statements on Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the foregoingCompany and the Subsidiary referred to in clause (C), “Related Securities” shall mean and (F) assist any options stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, the establishment of such plan does not require or warrants otherwise result in any public filings or other rights public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or be implemented during the Lock-Up Period pursuant to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the terms of a Lock-Up Agreement between such stockholder and the Underwriters in
Appears in 1 contract
Samples: Underwriting Agreement (Larimar Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options agree in writing with the Representative not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) file a any registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectusa successor form thereto, (D) issue Shares or other securities issued in connection with the a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition by the Company of assets or not less than a majority or controlling portion of the securities, business, property or other assets equity of another person or business entity or entity, provided that any such Shares and securities issues pursuant to this clause (D) are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any employee benefit plan assumed by the Company registration statement in connection with therewith during the Lock-up Period and the recipient of any such acquisition Shares and securities issued pursuant to this clause (D) during the 90th-day restricted period described above shall enter into an agreement in writing with the Representative not to sell, offer, dispose of or otherwise transfer any such Shares or securities during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships upon the exercise or exchange of or conversion of any securities issued hereunder and/or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of securities exercisable or exchangeable for or convertible into Shares issued or underlying such Related Securities issued in connection with all and outstanding on the date of this Agreement, provided that such acquisitions and other transactions does securities have not exceed 10% been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (F) after the 60th day following the date of the aggregate number of Prospectus issue Shares outstanding immediately to Lincoln Park Capital Fund, LLC (“LPC”) pursuant to the Purchase Agreement between the Company and LPC dated May 2, 2018, and (G) after the 60th day following the consummation date of the offering of the Offered Prospectus issue Shares pursuant to this Agreementthe Sales Agreement between the Company and the Representative dated November 30, 2018. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Auris Medical Holding Ltd.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx OpCo (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares or a registration statement on Form S-8 or on any successor form); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that and for the avoidance of doubt, notwithstanding anything to the contrary in this Section 3(p), the Company may may: (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon (1) exercise of warrants or options, pursuant to any stock option, stock bonus or other stock plan or arrangement and (2) exercise or conversion of any preferred stock or warrants outstanding on the date hereof, in each case as described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. .. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (CASI Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx DB (which consent may be withheld in their its sole discretion), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h16(a)-1(h) under the Exchange Act) Act or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) under the Exchange Act) of any Shares Act or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect file a registration statement covering the transactions contemplated herebyequity incentive plans described in the Disclosure Package and the Prospectus, (Bii) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or employment arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionbut only if the holders of such shares, stock bonusoptions, or other stock plan shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or arrangement described in otherwise transfer any such shares or options during such 90-day period without the Registration Statement, the Time prior written consent of Sale Prospectus DB (which consent may be withheld at its sole discretion) and the Prospectus, (Diii) issue Shares ordinary shares upon the conversion or exchange of securities in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, transactions disclosed in the case of immediately preceding clauses (D) Disclosure Package and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementProspectus. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (y) prior to acquire other securities the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Eurand N.V.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of J.X. XxxxxxXxxxxxxxx, Jefferies Xxxxxx Xxxxxxx and Pxxxx Xxxxxxx Xxxxx Fargo (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; [provided, however, that the Company may and the Operating Partnership may, without the prior written consent of Xxxxxxxxx, Xxxxxx Xxxxxxx or Xxxxx Fargo (A) effect the transactions contemplated herebyhereby and the Transactions contemplated by the Transaction Agreements, (B) grant or issue Shares or Shares, options to purchase Shares, or issue Shares upon exercise of options, restricted Shares, LTIP Units and other equity-based awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.2015 Equity
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Preferred Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Preferred Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares shares of Preferred Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Preferred Stock or Related SecuritiesSecurities (other than as provided below); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Preferred Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Preferred Stock or Related SecuritiesSecurities other than as provided below; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Preferred Stock or Related Securities (other than as provided below or as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Preferred Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Preferred Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Preferred Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension (which waiver may be withheld in its sole discretion. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Oriental Financial Group Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, (C) file adopt, subject to stockholder approval, a registration statement on Form S-8 with respect new equity plan designed to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement replace the Company’s equity plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, file a registration statement on Form S-8 relating to Shares or Related Securities granted pursuant to the Company’s equity plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such new equity plan and issue Shares or Related Securities pursuant to such new equity incentive plan, (D) issue Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit equity plan assumed by the Company in connection with any such acquisition acquisition, which issuance shall only be to a Person (or (Eto the equity holders of a Person) issue Shares which is, itself or Related Securities through its subsidiaries, an operating company or an owner of an asset in connection a business synergistic with joint venturesthe business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, commercial relationships but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or other strategic transactionsto an entity whose primary business is investing in securities; provided thatprovided, however, that in the case of immediately preceding clauses clause (D) and (E), (x) the aggregate number of Shares issued or underlying issuable pursuant to such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares outstanding immediately following after the consummation issuance and sale of the offering Securities and (y) the recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto, (E) the Offered issuance of Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that such securities and warrants have not been amended since the date of this AgreementAgreement to increase the number of such securities or warrants or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities or warrants, or (F) acquisitions, cancellations or repurchases of Shares by the Company pursuant to employee or consultant agreements that permit the Company to repurchase such shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. Nothing in this Section 3(o) shall prevent the Company from filing any registration statements on Form S-8, including any related reoffer prospectus in accordance with Form S-8 and S-3 or S-4 relating to the issuance of securities pursuant to clauses (A), (B), (C), (D), (E), or (F) set forth in this Section 3(o).
Appears in 1 contract
Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their Jefferies’ sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by the Company Underwriters not to sell, offer, dispose of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such acquisition or (E) issue Shares or Related Securities options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (EJefferies’ sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion. The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. XxxxxxCitigroup, Jefferies Xxxxx, SVB Leerink and Pxxxx Xxxxxxx Piper (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or options to purchase Shares, or issue the issuance by the Company of Shares upon the exercise of optionsan option or warrant (whether by cash exercise or “net” or “cashless exercise”) or the conversion or vesting of a security outstanding on the date hereof, in each case that is described in or issued pursuant to any stock option, stock bonus or other stock a plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any the issuance of Shares or Related Securities issued or issuable other equity-based awards pursuant to any the Company’s equity incentive award plans or employee stock option, stock bonus, or other stock purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company filing of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.a registration statement
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any employee benefit, stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, (ii) enter into any options swap, hedge or warrants similar arrangement or other rights to acquire Shares agreement that transfers in whole or any in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into SharesShares currently or hereafter owned either of record or beneficially by the Company or (iii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to acquire other securities the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or rights ultimately exchangeable Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or exercisable for, distributed by the Underwriter during the 15 days before or convertible into, Sharesafter the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares upon exercise of outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) (x) issue Shares or options to purchase SharesShares pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (y) issue Shares upon exercise of optionsoptions outstanding as of the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided thatbut, in the case of immediately preceding clauses clause (Dx) with respect to Shares that are issued, or options to purchase Shares that are issued and (E)exercisable or become exercisable, during the aggregate number Lock-up Period, only if the holders of such Shares issued or underlying options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Related Securities issued in connection with all Shares or options during such acquisitions and other transactions does not exceed 10% Lock-up Period without the prior written consent of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementRepresentatives (which consent may be withheld in their sole discretion). For purposes of the foregoing, “Related Securities” shall mean means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Veru Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Placement Agents (which consent may be withheld in their at the sole discretiondiscretion of the Placement Agents), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any “an open "put equivalent position” (as defined in " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described arrangement, but only if the holders of such shares or options who are executive officers and directors of the Company agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the Registration Statement, prior written consent of the Time Placement Agents (which consent may be withheld at the sole discretion of Sale Prospectus the Placement Agents) and the Prospectus, (Cii) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company restrictions set forth in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Ethis Section 4(m), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (y) prior to acquire other securities the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Placement Agents and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement or upon conversion pursuant to its outstanding convertible subordinated notes, in each case described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, or (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (Dii) issue Shares in connection with the acquisition by the Company of the securitiesShares, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options rights or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into SharesShares as consideration for any acquisition, collaboration or other similar strategic transaction to acquire other securities which the Company or rights ultimately exchangeable any of its subsidiaries is a party pursuant to the terms of a definitive agreement. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or exercisable formaterial news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or convertible intothe occurrence of the material news or material event, Sharesas applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (A) the Shares are “actively traded securities” (as defined in Rule 101(c) of Regulation M), (B) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (C) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Kulicke & Soffa Industries Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of this Agreement (as the Prospectus (such period, as same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies and Xxxxxx Xxxxxxx), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement (except for a registration statement on Form S-8) under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that notwithstanding the foregoing, the Company may (Ai) effect the transactions contemplated herebyissue shares of Class B common stock to each of Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings, LLC, (Bii) acquire the EDG LLC membership units and the Class B common stock held by each of Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings LLC in exchange for Shares or cash, (iii) enter into an investors and registration rights agreement with Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings LLC, (iv) register with the Commission the issuance or sale of Shares issuable upon exercise of the exchange rights described in each Applicable Prospectus, (v) exchange the restricted limited partnership units of Edgen Xxxxxx XX, L.P. and restricted membership interests of Xxxxxxxx & Xxxxxxxx Holdings LLC held by the current limited partners of Edgen Xxxxxx XX, L.P. and current members of Xxxxxxxx & Xxxxxxxx Holdings LLC, as applicable, for restricted Shares and (vi) perform each step of the reorganization as described in each Applicable Prospectus; provided further, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionbut only if the holders of such shares, stock bonusoptions, or other stock plan shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such acquisition shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxxx Xxxxxxx (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in which consent may be withheld at the case sole discretion of immediately preceding clauses (D) Jefferies and (EXxxxxx Xxxxxxx), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; (ii) the Company enters into any options swap, hedge or warrants similar arrangement or other rights to acquire Shares agreement that transfers in whole or any in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into SharesShares currently or hereafter owned either of record or beneficially by the Company, in each case, without the prior written consent of Jefferies and Xxxxxx Xxxxxxx; or (iii) prior to acquire other securities the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable formaterial event, or convertible intoas applicable, Sharesunless Jefferies and Xxxxxx Xxxxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxxx Xxxxxxx). The Company will provide the Jefferies and Xxxxxx Xxxxxxx with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies BAS and Pxxxx Xxxxxxx Wachovia (which consent may be withheld in their at the sole discretiondiscretion of BAS and Wachovia), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock splitShares, recapitalization, share consolidation, reclassification or similar transaction affecting including without limitation the outstanding Shares; or (ix) publicly announce application by the intention to do any Company of the foregoingnet proceeds of the Shares sold by it in the manner contemplated under the caption “Use of Proceeds” in the Prospectus); provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock equity compensation plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock optionbut only if the holders of such shares, stock bonusoptions, or other stock plan shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or arrangement described in otherwise transfer any such shares or options during such 180-day period without the Registration Statement, prior written consent of BAS and Wachovia (which consent may be withheld at the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company sole discretion of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) BAS and (EWachovia), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (i) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (ii) prior to acquire other securities the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up agreements described in Section 5(q) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Chris Steak House, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of warrants, options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement Registration Statement on Form S-8 with respect relating to any Shares or Related Securities issued or issuable the Share Capital granted pursuant to or reserved for issuance under any stock option, stock bonus, or other stock plan or arrangement share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (D) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic partnering transactions; provided that, in the case of immediately preceding clauses subclause (D) and (E), the aggregate number each recipient of Shares issued such Share Capital or underlying such Related Securities issued shall have entered into a Lock-up Agreement with the Underwriters substantially in connection with all such acquisitions and other transactions does not exceed 10% the form of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of warrants, options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement Registration Statement on Form S-8 with respect relating to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Share Capital granted
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may other than (A) to effect the transactions contemplated hereby, (B) issue issuing Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) the filing of a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (CD) file assisting any stockholder of the Company in the establishment of a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any stock option, stock bonus, public filing or other stock public announcement of such plan or arrangement described in during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Registration Statement, Lock-up Period pursuant to the Time terms of Sale Prospectus the Lock-up Agreement between such stockholder and the Prospectus, (D) issue Shares Underwriters in connection with the acquisition by the Company offering of the securitiesOffered Shares, businessor (E) up to 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Offered Shares, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed issued by the Company in connection with any such acquisition mergers, acquisitions or commercial or strategic transactions (E) issue Shares or Related Securities in connection with including, without limitation, joint ventures, commercial relationships marketing or other strategic transactions; provided thatdistribution arrangements, in the case of immediately preceding clauses (D) and (Ecollaboration agreements or intellectual property licenses), provided that the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% recipients of the aggregate number shares of Shares outstanding immediately following Common Stock execute a Lock-up Agreement during the consummation Lock-up Period in substantially the form of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (LogicBio Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus, employee stock purchase or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and (C) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Eiger BioPharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Xxxxx (which consent may be withheld in their at the sole discretion)discretion of Jefferies and Xxxxx, directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” registration statement (as defined in Rule 16a-1(b) except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, transfers in whole or in part, the economic risk of ownership of any the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or Related Securitieshereafter owned either of record or beneficially by the Company, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable including pursuant to any stock optionthe Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, stock bonusbut only if the holders of such shares, options, or other stock plan shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or arrangement described in otherwise transfer any such shares or options during such Lock-up Period without the Registration Statement, prior written consent of Jefferies and Xxxxx (which consent may be withheld at the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company sole discretion of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) Jefferies and (EXxxxx), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (ii) prior to acquire other securities the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable formaterial event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or convertible intoChief Executive Officer of the Company, Sharescertifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect relating to any Shares shares of Common Stock or Related Securities issued or issuable granted (1) pursuant to any stock option, stock bonus, or other stock plan or arrangement the Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or (2) pursuant to inducement grants within the meaning of Nasdaq Listing Rule 5635(c)(4), (D) issue Shares shares of Common Stock or Related Securities in connection with any acquisition, joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or acquisition, (E) issue Shares file a shelf registration statement on Form S-3 relating to shares of Common Stock or Related Securities, including any amendments and prospectuses related thereto, and (F) enter into an agreement relating to an “at the market” offering to sell shares of Common Stock or Related Securities, provided, that the Company may not sell any shares of Common Stock or Related Securities in connection with joint venturesunder such agreement during the Lock-up Period, commercial relationships or other strategic transactions; provided thatprovided, however, that in the case of immediately preceding clauses clause (D) and (E), (x) the aggregate number of Shares shares of Common Stock issued or underlying issuable pursuant to such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 105% of the aggregate number of Shares shares of Common Stock outstanding immediately following after the consummation of the offering issuance and sale of the Offered Shares pursuant and (y) the recipients thereof provide to this Agreementthe Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares upon exercise of outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) (x) issue Shares or options to purchase SharesShares pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (y) issue Shares upon exercise of optionsoptions outstanding as of the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided thatbut, in the case of immediately preceding clauses clause (Dx) and (E), only if the aggregate number holders of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.options agree in writing with the
Appears in 1 contract
Samples: Underwriting Agreement (Veru Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Mxxxxx Sxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Mxxxxx Sxxxxxx), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) or file a registration statement on Form S-8 with under the Securities Act in respect to of any Shares or Related Securities issued or shares of Common Stock issuable pursuant to any stock optionupon exercise of options, stock bonusbut only if the holders of such shares, options, or other stock plan shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or arrangement described in otherwise transfer any such shares or options during such 180-day period without the Registration Statement, prior written consent of Mxxxxx Sxxxxxx (which consent may be withheld at the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company sole discretion of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (EMxxxxx Sxxxxxx), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (y) prior to acquire other securities the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus or in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, 2010, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter, and (ii) issue shares of Common Stock to acquire (in a business combination or otherwise) the capital stock or assets of any corporation, limited liability company, partnership or other entity or business unit. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Time Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of Sale Prospectus and the ProspectusLock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of the Representatives), except that such extension will not apply if, (Ci) file within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a registration statement certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on Form S-8 behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. Notwithstanding the foregoing, the restrictions set forth in this Section 3(o) shall not prohibit the Company from (i) granting equity awards with respect to any Shares or Related Securities issued or issuable shares of Common Stock pursuant to the terms of any stock option, stock bonusof its existing employee benefit plans, or other stock plan (ii) issuing to employees shares of Common Stock pursuant to the exercise or arrangement described in the Registration Statement, the Time vesting of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition any equity award granted by the Company of the securities, business, property or other assets of another person or business entity or pursuant to the terms of any of its existing employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesplans.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx RBC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares and other than filings of Form S-8 registration statements relating to Company Stock Plans); , or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, or grant other equity awards pursuant to any stock optionCompany Stock Plan, stock bonus or other stock plan or arrangement (C) issue Shares upon the exercise of warrants described as outstanding in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Carveout Shares (as defined herein) not exceeding in connection with the acquisition by aggregate, after giving effect to any such issuance, that number of shares equal to five percent (5%) of the Company’s outstanding Shares, provided that the Company shall cause each recipient of Carveout Shares to execute and deliver to the Representatives a lock-up agreement substantially in the form of Exhibit D hereto for the balance of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement90-day restricted period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares; and “Carveout Shares” shall mean Shares issued in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances.
Appears in 1 contract
Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus June 8, 2021 (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. XxxxxxXxxxxxxxx, Jefferies Xxxxxx Xxxxxxx and Pxxxx Xxxxxxx BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing during the Lock-up Period); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue any Shares or options to purchase Shares, or issue Shares of the Company issued upon the exercise of optionsoptions or any equity awards, pursuant to any stock optionin each case, stock bonus or other stock plan or arrangement described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement Registration Statement on Form S-8 with respect relating to any Shares a Company Stock Plan, inducement award or Related Securities issued or issuable pursuant to any employee stock option, stock bonus, or other stock purchase plan or arrangement described that is disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any assumed employee benefit plan contemplated by clause (E), (D) issue Shares in connection with issued upon the acquisition by exercise, conversion or exchange of securities of the Company outstanding as of the securitiesdate of this Agreement and disclosed in the Registration Statement, businessthe Time of Sale Prospectus or the Prospectus and (E) issue up to an aggregate amount not to exceed 5.0% of the total number of Shares outstanding on the date hereof, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed issued by the Company in connection with any such acquisition mergers, acquisitions or commercial or strategic transactions (E) issue Shares or Related Securities in connection with including, without limitation, entry into joint ventures, commercial relationships marketing or other strategic transactionsdistribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses); provided that, in the case of immediately preceding clauses (D) and clause (E), the aggregate number Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their the Representative’s sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Share Capital of the Company or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of options, pursuant to any stock share option, stock share bonus or other stock equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such capital stock or options during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in issue Share Capital of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares Company in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint venturesacquisition, commercial relationships or other strategic transactions; provided thatprovided, however, in the case of immediately preceding clauses this clause (DC), (x) such Share Capital shall not in the aggregate exceed [●]3 and (E), y) the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of recipients thereof provide to the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Representatives a Lock-Up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Samples: Sol-Gel Technologies Ltd.
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the SecuritiesOffered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement ,(C) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that any directors or officers who are recipients thereof have provided the a signed Lock-Up Agreement in the form attached as Exhibit A hereto, (CD) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement, (E) file a registration statement on Form S-8 with respect to any register Shares or Related Securities issued or issuable pursuant to any the terms of stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (DF) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property or other assets of another person or business entity or pursuant entity; provided, however, that in the case of clause (F), such Shares shall not in the aggregate exceed 10% of the Company’s outstanding shares of common stock on a fully diluted basis after giving effect to any employee benefit plan assumed the sale of the offered Shares contemplated by this Agreement, and (G) issue unregistered shares of Common Stock of the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, the payment of accrued dividends on shares of the Company’s preferred stock as described in the case of immediately preceding clauses (D) and (E)Registration Statement, the aggregate number Time of Shares issued or underlying such Related Securities issued in connection with all such acquisitions Sale Prospectus and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this AgreementProspectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During Except as disclosed on Schedule 3(n) herein, during the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “"Lock-up Period”"), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of capital stock ("Share Capital") or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “"put equivalent position” " (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “"call equivalent position” " (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Shares Share Capital or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Share Capital or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Share Capital or Related Securities (other than as contemplated by this Agreement with respect to the Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares Share Capital or options to purchase SharesShare Capital of the Company, or issue Shares Share Capital of the Company upon exercise of optionsoptions or warrants outstanding on the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any but only if the holders of such Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described options agree in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection writing with the acquisition by Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the Company prior written consent of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company Representative (which consent may be withheld in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (Eits sole discretion), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “"Related Securities” " shall mean any options or warrants or other rights to acquire Shares Share Capital of the Company or any securities exchangeable or exercisable for or convertible into SharesShare Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShare Capital of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Pluristem Therapeutics Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of this Agreement (as the Prospectus (such period, as same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx Fxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Fxxxxx), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Securities); (viiiOffered Shares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company (1) may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, options any may file registration statements on Form S-8 related or pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale each Prospectus and the Prospectus, or (C2) file a registration statement on Form S-8 with respect may issue Shares to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described acquire interests in Cut Bank Gas Company as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of Notwithstanding the foregoing, if (i) during the last 17 days of the 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 Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Fxxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Fxxxxx), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “Related Securitiesactively traded securities” shall mean (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any options research reports relating to the Company published or warrants distributed by the Underwriters during the 15 days before or other rights after the last day of the Lock-up Period (before giving effect to acquire Shares or such extension). The Company will provide Fxxxxx with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than (A) as contemplated by this Agreement with respect to the SecuritiesOffered ADSs, (B) any registration statement that (1) the Company is required to or has agreed to file pursuant to that certain Securities Purchase Agreement, dated as of February 24, 2021, by and among the Company and the purchasers who are signatories thereto and (2) the Company may be required to file in order to continue to offer, issue and sell ADSs or Ordinary Shares pursuant to that certain Open Market Sale AgreementSM, dated October 9, 2020, by and between the Company and Xxxxxxxxx LLC (the “Sale Agreement”) and (C) any registration statement on Form S-8 to register Ordinary Shares and ADSs issuable pursuant to the terms of stock option, stock bonus or other stock plan or inducement arrangement); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue repurchase ADSs, Ordinary Shares or Related Securities pursuant to an agreement to repurchase such ADSs, Ordinary Shares or Related Securities outstanding on the date of this Agreement; (C) issue ADSs or Ordinary Shares, options to purchase SharesADSs or Ordinary Shares or restricted stock units, or issue ADSs or Ordinary Shares upon exercise of options, warrants or settlement of restricted stock units, pursuant to any stock option, warrant, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file provided that any directors or officers who are recipients thereof have provided the a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described signed Lock-Up Agreement in the Registration Statement, the Time of Sale Prospectus and the Prospectus, form attached as Exhibit A hereto; (D) issue Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement; (E) keep in effect the Sale Agreement, and on or after the two weeks from the last Closing Date under this Agreement, offer, issue and sell ADSs or Ordinary Shares pursuant thereto; (F) assist any shareholder of the Company in the establishment of a trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such shareholder and the Underwriters in connection with the offering of the Offered ADSs; (G) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition acquisition; or (EH) issue ADSs, Ordinary Shares or Related Securities Securities, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (DG) and (EH), (x) the aggregate number of ADSs, Ordinary Shares issued or underlying such Related Securities issued in connection with with, or issuable pursuant to the exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not exceed 105% of the aggregate number of Ordinary Shares outstanding immediately following the consummation of the offering of the Offered Shares ADSs pursuant to this AgreementAgreement and (y) the recipients of such ADSs, Ordinary Shares and Related Securities provide to Jefferies and Xxxxx Xxxxxxx a signed Lock-Up Agreement in the form set forth as Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx the Representatives (which consent may be withheld in their its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, establish or increase any “an open "put equivalent position” (as defined in " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction which is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Sharesdesigned to, or issue Shares upon exercise of optionsmight reasonably be expected to, pursuant to any stock option, stock bonus or other stock plan or arrangement described result in the Registration Statementdisposition of) any shares of Common Stock, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares in connection with the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock, or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to acquire do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing restriction shall not apply to (i) Shares to be sold by such Selling Stockholder hereunder, (ii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, (iii) transfers of shares of Common Stock or rights ultimately any security convertible, exchangeable for or exercisable forinto Common Stock as a bona fide gift or gifts or as a result of the operation of law or testate or intestate succession; or (iv) transfers to a trust, partnership, limited liability company or other entity, the beneficial interests of which are held by the transferor; provided, in the case of clauses (iii) and (iv), (A) such transferee agrees to be bound by the same terms as the transferor under this Section 3B(a), (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day period referred to above), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (D) the transferee notifies the Representatives at least two business days prior to the proposed transfer or disposition. In addition, such Selling Stockholder agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right or publicly announce the intention with respect to, the registration of any shares of Common Stock or any security convertible into, Sharesinto or exercisable or exchangeable for Common Stock.
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Samples: Great Lakes Dredge & Dock CORP
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx SVB Securities LLC (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares Shares, options or options other rights to receive or purchase Shares, or issue Shares upon exercise of optionsoptions or vesting of restricted share units, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that any directors or officers who are recipients thereof have provided to the Representative a signed Lock-up Agreement, (C) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file a registration statement on Form S-8 with respect Prospectus or any amendment to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock such plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition by the Company or license of the securities, business, property property, technology or other assets of another person individual or business entity or pursuant to any the assumption of an employee benefit plan assumed by the Company in connection with any such acquisition a merger or (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic transactionsacquisition; provided that, in the case of immediately preceding clauses (D) and (E), that the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does that the Company may issue or agree to issue pursuant to this clause (D) shall not exceed 107% of the aggregate number total outstanding share capital of Shares outstanding the Company immediately following the consummation of the offering issuance of the Offered Shares pursuant Securities; and provided further that the recipients thereof provide to this the Representative a signed Lock-up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
