Common use of Announcement Regarding Lock-ups Clause in Contracts

Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s intention to release any director or officer of the Company from any of the restrictions imposed by any Lock-up Agreement, by issuing, through a major news service, a press release, in the form set forth in Exhibit C hereto, promptly following the Company’s receipt of any notification from the Representative in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Agreement in the form set forth as Exhibit A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Brainsway Ltd.), Underwriting Agreement (Brainsway Ltd.)

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Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s Underwriters’ intention to release any director or officer “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Agreement, by issuing, through a major news serviceservice and, in France, if required by applicable AMF rules, a press releaserelease in form and substance satisfactory to the Representatives or, if consented to by the Representatives, in a registration statement that is publicly filed in connection with a secondary offering of the form set forth in Exhibit C hereto, Company’s shares promptly following the Company’s receipt of any notification from the Representative Representatives in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the RepresentativeRepresentatives, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Agreement in the form set forth as Exhibit A E hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Nanobiotix S.A.)

Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s Underwriters’ intention to release any director or officer “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Up Agreement, by issuing, through a major news service, a press release, release in form and substance reasonably satisfactory to the form set forth in Exhibit C hereto, Representatives promptly following the Company’s receipt of any notification from the Representative Representatives in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the RepresentativeRepresentatives, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Up Agreement in the form set forth as Exhibit A B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)

Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s Representatives’ intention to release any director or officer “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Up Agreement, by issuing, through a major news service, a press releaserelease in form and substance satisfactory to the Representatives or, if consented to by the Representatives, in a registration statement that is publicly filed in connection with a secondary offering of the form set forth in Exhibit C hereto, Company’s shares promptly following the Company’s receipt of any notification from the Representative Representatives in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Up Agreement in the form set forth as Exhibit A C-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (C4 Therapeutics, Inc.)

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Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s Representatives’ intention to release any director or officer “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Agreement, by issuing, through a major news service, a press release, in the form set forth in Exhibit C hereto, promptly following the Company’s receipt of any notification from the Representative Representatives in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Agreement in the form set forth as Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Lucid Diagnostics Inc.)

Announcement Regarding Lock-ups. The Company agrees to announce the Representative’s Underwriters’ intention to release any director or officer “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Up Agreement, by issuing, through a major news service, a press release, release in form and substance reasonably satisfactory to the form set forth in Exhibit C hereto, Representative promptly following the Company’s receipt of any notification from the Representative in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, Representative from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Up Agreement in the form set forth as Exhibit A C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Chefs' Warehouse, Inc.)

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