Common use of Announcement Regarding Lock-ups Clause in Contracts

Announcement Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “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 form and substance satisfactory to Jefferies and SVB Leerink or, if consented to by Jefferies and SVB Leerink, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from Jefferies or SVB Leerink 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 Jefferies or SVB Leerink, 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 D hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Appears in 1 contract

Samples: Underwriting Agreement (Theseus Pharmaceuticals, Inc.)

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Announcement Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “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 form and substance satisfactory to Jefferies and SVB Leerink the Representatives or, if consented to by Jefferies and SVB Leerinkthe Representatives, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from Jefferies or SVB Leerink 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 Jefferies or SVB Leerinkthe Representatives, on behalf of the Underwriters, 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 D A hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Appears in 1 contract

Samples: Underwriting Agreement (Arrowhead Pharmaceuticals, Inc.)

Announcement Regarding Lock-ups. The Company agrees to announce (unless Xxxxxxxxx & Company, Inc., Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC elect to make such announcement in accordance with the immediately succeeding proviso, in which case the Company is not required to announce) the Underwriters’ intention to release any director or “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any the letter agreement in the form attached hereto as Exhibit C (the “Lock-Up up Agreement”), by issuing, through a major news service, a press release in the form and substance satisfactory to Jefferies and SVB Leerink or, if consented to by Jefferies and SVB Leerink, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares attached hereto as Exhibit E promptly following the Company’s receipt of any notification from Jefferies or SVB Leerink Xxxxxxxxx & Company, Inc., Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC 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 Jefferies or SVB LeerinkXxxxxxxxx & Company, Inc., Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, 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, further provided 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 the Lock-Up Agreement in the form set forth as Exhibit D hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performanceAgreement.

Appears in 1 contract

Samples: Underwriting Agreement (Manchester United Ltd.)

Announcement Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “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 form and substance satisfactory to Jefferies BofA and SVB Leerink or, if consented to by Jefferies BofA and SVB Leerink, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from Jefferies or BofA and SVB Leerink 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 Jefferies or BofA and SVB Leerink, 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 D A hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Appears in 1 contract

Samples: Underwriting Agreement (Arcellx, Inc.)

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Announcement Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “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 form and substance satisfactory to Jefferies Jefferies, Xxxxx and SVB Leerink Credit Suisse or, if consented to by Jefferies Jefferies, Xxxxx and SVB LeerinkCredit Suisse, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from Jefferies either Jefferies, Xxxxx or SVB Leerink Credit Suisse 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 Jefferies Jefferies, Xxxxx or SVB LeerinkCredit Suisse, 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 D A hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Appears in 1 contract

Samples: Underwriting Agreement (Ikena Oncology, Inc.)

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