Common use of Company Lock Up Agreements Clause in Contracts

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentUnderwriter, it will not not, for a period of thirty one hundred and eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Public Securities to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration Statement, Statement and the Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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 securitiesPackage, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cashconnection with mergers, provided that the underlying shares shall be restricted from sale during the entire Lockacquisitions, joint ventures, licensing arrangements or any other similar non-Up Periodcapital raising transactions.

Appears in 4 contracts

Samples: Underwriting Agreement (Addentax Group Corp.), Underwriting Agreement (Addentax Group Corp.), Underwriting Agreement (Addentax Group Corp.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentUnderwriter, it will not not, for a period of thirty one hundred and eighty (30180) days after the date of this Agreement Effective Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Public Securities to be sold hereunder; (ii) the issuance by the Company of ADSs Ordinary Shares upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration Statement, Statement and the Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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 securitiesPackage, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cashconnection with mergers, provided that the underlying shares shall be restricted from sale during the entire Lockacquisitions, joint ventures, licensing arrangements or any other similar non-Up Periodcapital raising transactions.

Appears in 3 contracts

Samples: Underwriting Agreement (Cn Energy Group. Inc.), Underwriting Agreement (Cn Energy Group, Inc.), Underwriting Agreement (Goxus, Inc)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty (30) days one year after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than a registration statement on Form S-4 or Form S-8; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or similar financing agreements; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrantto be sold hereunder, (ii) the issuance by the Company of ADSs Ordinary Shares upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings other issuances of additional shares in accordance with the Companyterms of securities, which is in each case, as disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, or (iii) the issuance by the Company of stock options, options or shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; in each of (ii) and (iviii) transactions with members of the management and/or the board of directors of the Companyabove, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 3 contracts

Samples: Underwriting Agreement (Intelligent Group LTD), Underwriting Agreement (Majestic Ideal Holdings LTD), Underwriting Agreement (Intelligent Group LTD)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement AgentRepresentative’s WarrantWarrant to be sold hereunder, (ii) the issuance by the Company of ADSs upon the exercise of the Placement AgentRepresentative’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Nano Dimension Ltd.), Underwriting Agreement (Nano Dimension Ltd.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentAgent and Purchasers, it will not not, for a period beginning on the date of thirty (30) days this Agreement and ending on the date that is the ninetieth 90th day after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or asset-backed loan with a traditional bank bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 6(a) (collectively, the “Restrictions”) shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s WarrantSecurities, (ii) the issuance by the Company of ADSs upon the exercise securities of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable Company pursuant to currently any documents, agreements or securities existing undertakings or outstanding as of the Company, which is disclosed in the Registration Statement, Disclosure Package and ProspectusClosing Date, provided that such optionsexisting or outstanding documents, warrants, and agreements or securities have not 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 (other than in connection with stock splits or combinations or otherwise in accordance with their terms at the time of the Closing Date) or to extend the term of such documents, agreements or securities, (iii) the issuance by the Company of stock options, shares of capital stock any securities of the Company or other awards under any equity compensation plan of the Company for services rendered to the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity any securities of the Company in consideration of cashconnection with a merger, joint venture, licensing arrangement or any other similar non-capital raising transaction, provided that any such issuance shall only be to a Person (or to the underlying shares equityholders 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, provided that in each of (ii) through (iv) above, the securities shall be restricted from sale during the entire Lock-Up Period.

Appears in 2 contracts

Samples: Greenlane Holdings, Inc., Greenlane Holdings, Inc.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not not, for a period of thirty (30) [•] days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSsshares of Common Stock, Ordinary Shares and Warrants or shares of Common Stock underlying the Placement Agent’s WarrantWarrants to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is provided such security was disclosed in the Registration StatementPricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, options or shares of capital stock of the Company or other awards under any stockholder approved equity compensation plan of the Company. Notwithstanding the foregoing, provided that the underlying shares shall be restricted from sale if (i) during the entire last 17 days of the Lock-Up Period; and , the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ivii) transactions with members prior to the expiration of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this section shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Placement Agent waives, in writing, such extension.

Appears in 2 contracts

Samples: Placement Agency Agreement (usell.com, Inc.), Placement Agency Agreement (usell.com, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty (30) [•] days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSsshares of Common Stock, Ordinary Shares and Warrants or shares of Common Stock underlying the Placement Agent’s WarrantWarrants to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is provided such security was disclosed in the Registration StatementPricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, options or shares of capital stock of the Company or other awards under any stockholder approved equity compensation plan of the Company. Notwithstanding the foregoing, provided that the underlying shares shall be restricted from sale if (i) during the entire last 17 days of the Lock-Up Period; and , the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ivii) transactions with members prior to the expiration of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this section shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.

Appears in 2 contracts

Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentUnderwriter, it will not not, for a period of thirty sixty (3060) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or senior credit facility with a traditional bank or other lending institution; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) ), or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Public Securities; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security security, in each case outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, securities are disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and securities have not 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, (iii) the issuance of shares of Common Stock issued as part of the purchase price in connection with acquisitions or strategic transactions, or (iv) the issuance by the Company of stock options, any shares of capital stock of the Company Common Stock or other awards under any equity compensation plan of the Companystandard options to purchase Common Stock to directors, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities officers or employees of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodtheir capacity as such pursuant to an Approved Stock Plan (as defined below).

Appears in 2 contracts

Samples: Underwriting Agreement (Bone Biologics Corp), Underwriting Agreement (Bone Biologics Corp)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty (30) 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than (1) pursuant to a registration statement on Form S-8 for employee benefit plans or (2) in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2014, by and between the Company and MG Partners II Ltd); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSsshares of Common Stock, Ordinary Shares and Warrants or shares of Common Stock underlying the Placement Agent’s WarrantWarrants to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is provided such security was disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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 securitiesPackage, (iii) the issuance by the Company of stock optionsoptions or shares of capital stock of the Company under any stockholder approved equity compensation plan of the Company, or (iv) any shares of capital stock of the Company or other awards under any equity compensation plan securities convertible into or exercisable or exchangeable for shares of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities capital stock of the Company in consideration of cashissued pursuant to one or more strategic collaborations, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodlicensing transactions or business, product or technology acquisitions.

Appears in 2 contracts

Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany other than an amendment to the Registration Statement; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 3.19 shall not apply to (i) the ADSs, Ordinary Shares and shares of Common Stock to be sold hereunder or the Placement Agent’s Warrantissuance of shares of Common Stock upon the exercise of the Pre-Funded Warrants or Common Warrants, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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 securitiessecurities other than with respect to the warrants issued in the Company’s initial public offering and other than in connection with stock splits, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period; and Period or (iv) securities issued pursuant to acquisitions or strategic transactions with members approved by a majority of the management and/or the board of disinterested directors of the Company, involving provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 3.19 herein, and provided that any such issuance shall only be to a Person (or to the equityholders of equity securities 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 consideration addition to the investment of cashfunds, provided that but shall not include a transaction in which the underlying shares shall be restricted from sale during Company is issuing securities primarily for the entire Lock-Up Periodpurpose of raising capital or to an entity whose primary business is investing in securities.

Appears in 1 contract

Samples: Underwriting Agreement (Scorpius Holdings, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and outstanding securities have not 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 (other than in connection with stock splits or combinations) or to extend the term of such securities; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, (iii) the issuance by the Company of stock options, shares of capital stock of the Company options or other awards under any equity compensation plan of the CompanyCompany for services rendered to the Company or (iv) the issuance of securities in connection with a business acquisition, joint venture or partnership, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period; , and provided that any such issuance shall only be to a Person (ivor to the equityholders of a Person) transactions which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with members of the management and/or the board of directors of the Company, involving the issuance of equity securities business of the Company and shall provide to the Company additional benefits in consideration addition to the investment of cashfunds, provided that but shall not include a transaction in which the underlying shares shall be restricted from sale during the entire Lock-Up Period.Company is issuing securities

Appears in 1 contract

Samples: Underwriting Agreement (PDS Biotechnology Corp)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty six (306) days months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans or pursuant to registration rights disclosed or described in the Registration Statement, the Disclosure Package and the Prospectus); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares Securities and the Placement AgentRepresentative’s Warrant, Warrant to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise or vesting of the Placement Agent’s Warrant or a an outstanding equity award, stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration Statement, the Disclosure Package and or the Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan or arrangement of the CompanyCompany disclosed in the Registration Statement, provided that the underlying shares shall be restricted from sale during Disclosure Package or the entire Lock-Up Period; and Prospectus, or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Securities Act and are not covered by any registration rights. Notwithstanding anything contained herein to the contrary, the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during permitted to file any registration statement, supplement or amendment which is necessary or advisable in connection with the entire LockCompany’s listing of Common Stock and/or Warrants on the Exchange without any lock-Up Periodup, penalty, payment or other restriction or consequence set forth in this section.

Appears in 1 contract

Samples: Underwriting Agreement (Heart Test Laboratories, Inc.)

Company Lock Up Agreements. The CompanyCompany , on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. For the avoidance of doubt, this Section 3.18 will not restrict any issuance of any securities by any Subsidiary of the Company. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrantto be sold hereunder, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 7 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 or becomes aware that material news or a material event will occur during the 6-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18 shall continue to apply until the expiration of the 10-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed FINRA Rule 2241(f)(4), or has otherwise provided written interpretive guidance regarding such rule.

Appears in 1 contract

Samples: Underwriting Agreement (Medigus Ltd.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty three (303) days months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock (including Depository Receipts) of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock (including Depository Receipts) of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock (including Depository Receipts) of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Public Securities to be sold hereunder; (ii) the issuance by the Company of ADSs Common Stock upon the exercise of the Placement Agent’s Warrant or a stock an outstanding option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration Statement, Statement and the Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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 securitiesPackage, (iii) the issuance transfer or deemed repurchase of capital stock by the Company for payment purposes in connection with the delivery of shares of stock pursuant to restricted stock or restricted stock units (including shares withheld or forfeited in order to satisfy any tax withholding or remittance obligations), (iv) the grant by the Company of stock optionsoptions or other share-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (ivv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, including, without limitation, the issuance of securities by the Company to a third party in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodexchange for services.

Appears in 1 contract

Samples: Form of Underwriting Agreement (PeerStream, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement AgentRepresentative’s WarrantWarrant to be sold hereunder, (ii) the issuance by the Company of ADSs upon the exercise of the Placement AgentRepresentative’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (v) the filing of one or more amendments to a registration statement on Form F-3 (Registration No. 333- 237668) with the Commission originally filed on April 14, 2020 (the “Shelf Prospectus”), provided that the Shelf Prospectus shall not be declared effective by the Commission during the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Nano Dimension Ltd.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than the shares of Common Stock issued pursuant to employee benefit plans, equity incentive plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights); (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement on Form S-8 or Form S-4 and any amendments thereto); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 3.20 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrantshares of Common Stock to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members shares issued 60 days after the date of the management and/or the board of directors of the Companythis Agreement pursuant to a Registration Statement on Form S-4, involving as amended (File No. 333-267372); (v) the issuance by the Company of equity restricted shares of Common Stock in connection with mergers, acquisitions or joint ventures, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in this Section 3.20, and provided that any such issuance shall only be to a Person (or to the equityholders 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 consideration addition to the investment of cashfunds, provided that but shall not include a transaction in which the underlying Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (v) the issuance by the Company of restricted shares shall be restricted from sale during of Common Stock to consultants in the entire Lock-Up PeriodCompany’s ordinary course of business and not for capital raising transactions.

Appears in 1 contract

Samples: Underwriting Agreement (Twin Vee PowerCats, Co.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative and ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), it will not not, for a period of thirty one hundred eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares Public Securities and the Placement AgentRepresentative’s Warrant, Warrants to be sold hereunder; (ii) the issuance by the Company of ADSs Common Shares upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration StatementStatement and the Pricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have which terms may not been be amended since during 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 securitiesLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions the issuance of securities in connection with members mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Securities Act and are not covered by any registration rights, or (v) financings with Industry Related Persons (which shall mean automotive and vehicle manufacturers, manufacturers and designers of automotive and vehicle components (including batteries)), as long as such financing is done above the management and/or the board of directors five day average closing price of the Company, involving ’s common stock immediately prior to the issuance of equity financing and the securities of issued in such financings are “restricted securities” under the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.

Appears in 1 contract

Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 3.16 shall not apply to (i) the ADSs, ADSs and Ordinary Shares and the Placement Agent’s Warrantto be sold hereunder, (ii) the issuance by the Company of ADSs or Ordinary Shares upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and , (iv) transactions the issuance of ADSs or Ordinary Shares in connection with members an acquisition or strategic relationship, not primarily for the purposes of raising capital, and (v) any issuance of Ordinary Shares of ADSs in a private offering effected concurrently with the management and/or Offering, provided that such private offering shall only be conducted in the board of directors manner described in the Registration Statement, Disclosure Package and Prospectus and which may not exceed, considered together with the ADSs and Ordinary Shares to be sold hereunder, the Company’s existing placement capacity under the ASX Listing Rules or be subject to the approval of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period’s shareholders.

Appears in 1 contract

Samples: Underwriting Agreement (Piedmont Lithium LTD)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty one hundred eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Securities to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration StatementOffering Statement and the Pricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have which terms may not been be amended since during 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 securitiesLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Preliminary Offering Circular, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.

Appears in 1 contract

Samples: Underwriting Agreement (Scopus BioPharma Inc.)

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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, except for (x) options to acquire shares of Common Stock issued after the date hereof, or shares of Common Stock issued after the date hereof, in either case under an existing equity incentive plan maintained by the Company, (y) shares of Common Stock issued pursuant to the exercise of options or warrants that are outstanding as of the date hereof, and (z) shares of Common Stock issued upon the conversion of other securities that are outstanding as of the date hereof; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, except for a registration statement(s) or post-effective amendment(s) thereto (a) relating solely to the resale of securities sold in private placements prior to the date hereof, including the resale of shares of Common Stock acquired (or to be acquired) upon the exercise of warrants or the conversion of other securities sold in private placements prior to the date hereof, (b) relating to the exercise of warrants issued prior to the date hereof to acquire shares of Common Stock, or (c) relating to the resale of the securities described in the last sentence of this paragraph, or (d) on Form S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 Notwithstanding the foregoing, with the approval of the Representative, which shall not apply to (i) the ADSsbe unreasonably withheld, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company shall be permitted to complete a private placement of ADSs upon securities during the exercise Lock-Up Period to a strategic investor at an effective price per share equal to or greater than the closing price of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding Common Stock on the date hereof, or issuable pursuant Trading Day immediately prior to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectusentry into definitive agreements for such sale, provided that prior to requesting the Representative’s approval, it supplies the Representative with a list of the investors that will participate in such options, warrantsprivate placement, and securities have not been amended since provided, further, that the date of this Agreement to increase the number Representative may only withhold its approval of such securities or a private placement if the Representative provides to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of documentary proof indicating that such investors or the Company or other awards under any equity compensation plan of private placement structure would be harmful to the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period’s reputation or operations.

Appears in 1 contract

Samples: Underwriting Agreement (Sigma Labs, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentatives, it will not not, for a period of thirty one hundred eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, Securities to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration StatementOffering Statement and the Pricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have which terms may not been be amended since during 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 securitiesLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that Company disclosed in the underlying shares shall be restricted from sale during the entire Lock-Up Period; and Preliminary Offering Circular or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.

Appears in 1 contract

Samples: Underwriting Agreement (AeroClean Technologies, LLC)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty one hundred eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares Securities and the Placement AgentRepresentative’s Warrant, Warrant to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Ordinary Shares upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration StatementStatement and the Pricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have which terms may not been be amended since during 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 securitiesLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.

Appears in 1 contract

Samples: Underwriting Agreement (Inspira Technologies OXY B.H.N. LTD)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise, provided, however, that a subsequent registered direct offering of the Company’s equity securities following the Offering during the Lock-Up Period, with the Representative as the sole placement agent, shall be permitted. The restrictions contained in this Section 3.18 3.19 shall not apply to (i) the ADSs, Ordinary Shares and shares of Common Stock to be sold hereunder or to the Placement Agent’s WarrantUnderlying Shares, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, options and securities warrants have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (NRX Pharmaceuticals, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not not, for a period of thirty one hundred eighty (30180) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSs, Ordinary Shares Public Securities and the Placement AgentRepresentative’s Warrant, Purchase Option to be sold hereunder; (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is hereof and disclosed in the Registration StatementStatement and the Pricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have which terms may not been be amended since during 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 securitiesLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the CompanyCompany disclosed in the Pricing Prospectus, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.

Appears in 1 contract

Samples: Underwriting Agreement (Scopus BioPharma Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement AgentRepresentative’s WarrantWarrant to be sold hereunder, (ii) the issuance by the Company of ADSs upon the exercise of the Placement AgentRepresentative’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (v) the filing of one or more amendments to a registration statement on Form F-3 (Registration No. 333- 237668) with the Commission originally filed on April 14, 2020 (the “Shelf Prospectus”) or the taking any other action necessary to have the Shelf Prospectus declared effective by the Commission.

Appears in 1 contract

Samples: Underwriting Agreement (Nano Dimension Ltd.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty three (303) days months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file or confidentially submit a registration statement to the Commission with respect to, any ADSs, Ordinary Shares or other capital stock shares of the Company Series B Preferred Stock or any securities convertible into or into, exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of that represent the Company; (ii) file or cause right to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Companyreceive Series B Preferred Stock, other than entering into a line of credit with a traditional bank registration statement on Form S-8 or (ivii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the CompanySeries B Preferred Stock, whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company Series B Preferred Stock or such other securities, in cash or otherwise. The restrictions contained , except, in this Section 3.18 shall not apply to each case, for (iA) the ADSs, Ordinary Shares and sale of the Placement Agent’s WarrantSecurities as contemplated by this Agreement, (iiB) the issuance by issuances of securities of the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security options, warrants or convertible securities disclosed as outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Company Registration Statement, the Disclosure Package and the Prospectus, provided that such options, warrants, and securities have not 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, securities (iiiC) the issuance securities issued or registered pursuant to acquisitions or strategic transactions approved by the Company of stock options, shares of capital stock a majority of the Company or other awards under any equity compensation plan disinterested directors of the Company, provided that any such issuance shall only be to a person or company or an owner of an asset in a business synergistic with the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors business of the Company, involving and (D) the issuance of equity securities employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right with respect to any shares of Series B Preferred Stock prior to the expiration of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Fat Brands, Inc)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and outstanding securities have not 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 (other than in connection with stock splits or combinations) or to extend the term of such securities; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the shares of Common Stock, Firm Warrants or Option Warrants to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, (iii) the issuance by the Company of stock options, shares of capital stock of the Company options or other awards under any equity compensation plan of the Company for services rendered to the Company, or (iv) the issuance of securities in connection with a business acquisition, joint venture or partnership (so long as the purpose of such issuance is not solely for capital raising), provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period; prohibition period in this Section 3.18, and provided that any such issuance shall only be to a Person (ivor to the equityholders of a Person) transactions which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with members of the management and/or the board of directors of the Company, involving the issuance of equity securities business of the Company and shall provide to the Company additional benefits in consideration addition to the investment of cashfunds, provided that but shall not include a transaction in which the underlying shares shall be restricted from sale during Company is issuing securities primarily for the entire Lock-Up Periodpurpose of raising capital or to an entity whose primary business is investing in securities.

Appears in 1 contract

Samples: Underwriting Agreement (Heat Biologics, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not not, for a period of thirty the earlier of (30i) 90 days after the date of this Agreement or (ii) the end of the fifth consecutive trading day on which the closing price of the Common Stock exceeds $5.00 per share (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 section shall not apply to (i) the ADSsshares of Common Stock, Ordinary Shares and Warrants or shares of Common Stock underlying the Placement Agent’s WarrantWarrants to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is provided such security was disclosed in the Registration StatementPricing Disclosure Package, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, options or shares of capital stock of the Company or other awards under any stockholder approved equity compensation plan of the Company. Notwithstanding the foregoing, provided that the underlying shares shall be restricted from sale if (i) during the entire last 17 days of the Lock-Up Period; and , the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ivii) transactions with members prior to the expiration of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this section shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Placement Agent waives, in writing, such extension.

Appears in 1 contract

Samples: Placement Agency Agreement (usell.com, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentBuyers holding a majority in interest of the Common Shares, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 4(k) shall not apply to (i) the ADSs, Ordinary Shares shares of Common Stock and the Placement Agent’s WarrantWarrant (as defined in the Placement Agent Agreement, dated as of June 17, 2019 (the “Placement Agency Agreement”), by and between the Company and Placement Agent) to be sold pursuant to the Placement Agency Agreement, provided that no amendment to such Placement Agent Warrant shall be made during such Lock-Up Period (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant (as defined in the Placement Agency Agreement) or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities which shall not have not been amended since during 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, Lock-Up Period (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders 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, provided that in each of (ii), (iii) and (iv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period; and Period and, provided further that, in the case of (iv) transactions with members of the management and/or the board of directors of the Companyabove, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall also not be restricted from sale during entitled to the entire benefit of any rights regarding the registration of such underlying shares under the 1933 Act unless such rights are not exercisable until after the Lock-Up PeriodPeriod shall have expired.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entityentity of the Company, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a not, during the period of thirty (30) days after commencing on the date of this Agreement and ending on the six (6) month anniversary thereof (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than the Additional Shares and Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) provided that either (a) such shares shall not vest during the Lock-Up Period or (b) the grantee of such shares will execute a Lock-Up Agreement; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 3.16 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s WarrantPublic Securities to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards any security under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions the issuance by the Company of shares of Common Stock in the connection with members mergers, acquisitions or joint ventures, and (v) the issuance by the Company of the management and/or the board shares of directors of Common Stock to consultants in the Company, involving the issuance ’s ordinary course of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodbusiness and not for capital raising transactions.

Appears in 1 contract

Samples: Form of Underwriting Agreement (Jaguar Animal Health, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a period of thirty ninety (3090) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and outstanding securities have not 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 (other than in connection with stock splits or combinations) or to extend the term of such securities; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the shares of Common Stock, Firm Warrants or Option Warrants to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such option, warrant or securities has not been amended since the date of this Agreement to increase the number of such options, warrants or securities or to decrease the exercise price, exchange price or conversion price of such options, warrants or securities (other than in connection with stock splits or combinations) or to extend the term of such options, warrants or securities, (iii) the issuance by the Company of stock optionsoptions or other awards to employees, shares of capital stock officers or directors of the Company or other awards under any equity compensation plan of the Company adopted by the board of directors of the Company for services rendered to the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and or (iv) transactions the issuance of securities in connection with members a business acquisition, joint venture or partnership (so long as the purpose of the management and/or such issuance is not solely for capital raising) approved by the board of directors of the Company, involving provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in this Section 3.18, and provided that any such issuance shall only be to a Person (or to the equityholders of equity securities 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 consideration addition to the investment of cashfunds, provided that but shall not include a transaction in which the underlying shares shall be restricted from sale during Company is issuing securities primarily for the entire Lock-Up Periodpurpose of raising capital or to an entity whose primary business is investing in securities.

Appears in 1 contract

Samples: Underwriting Agreement (Heat Biologics, Inc.)

Company Lock Up Agreements. The Company, on behalf of itself and any successor entityentity of the Company, agrees that, without the prior written consent of the Placement AgentRepresentative, it will not for a not, during the period of thirty (30) days after commencing on the date of this Agreement and ending three months following the date hereof (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than the Additional Shares and Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) provided that either (a) such shares shall not vest during the Lock-Up Period or (b) the grantee of such shares will execute a Lock-Up Agreement; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 3.16 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s WarrantPublic Securities to be sold hereunder, (ii) the issuance by the Company of ADSs shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not 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, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards any security under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions the issuance by the Company of shares of Common Stock in the connection with members mergers, acquisitions or joint ventures, and (v) the issuance by the Company of the management and/or the board shares of directors of Common Stock to consultants in the Company, involving the issuance ’s ordinary course of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodbusiness and not for capital raising transactions.

Appears in 1 contract

Samples: Form of Underwriting Agreement (Jaguar Animal Health, Inc.)

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