Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 4 contracts

Samples: Underwriting Agreement (CleanCore Solutions, Inc.), Underwriting Agreement (CleanCore Solutions, Inc.), Underwriting Agreement (Asset Entities Inc.)

AutoNDA by SimpleDocs

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change grant or amend the terms of, or grant of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and Shares, the Representative’s Warrants and shares of Common Stock underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 3 contracts

Samples: Underwriting Agreement (Cadrenal Therapeutics, Inc.), Underwriting Agreement (Cadrenal Therapeutics, Inc.), Underwriting Agreement (Cadrenal Therapeutics, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) months 180 days after the date of this Agreement the Offering is completed (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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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 the shares or options issued under the Company’s incentive plans; provided, however, that this clause (i) shall not apply to the issuance of any shares of capital stock, options or warrants in connection with any acquisition of a business that the Company currently has agreed to purchase if and as disclosed in the Registration Statement, if any; (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 pursuant post effective amendments to a registration statement on Form S-8 for employee benefit plans)its Resale Prospectus without the prior written consent of the Representative; 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 Section 3.18 shall not apply to (i) the Ordinary Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; , (ii) the issuance (but not registration) by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof or disclosed hereof, of which the Representative has been advised in the Registration Statement and the Pricing Disclosure Package; writing and, (iii) the issuance by the Company of Common Stock pursuant to any security under any equity compensation plan of the Company’s existing stock option , or bonus plans as (iv) any issuance of securities disclosed in the Registration Statement and Statement, the Pricing Disclosure Package; (iv) shares of Common Stock, options Package or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodProspectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Garden Stage LTD), Underwriting Agreement (Garden Stage LTD), Underwriting Agreement (Garden Stage LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 3 contracts

Samples: Underwriting Agreement (Primech Holdings LTD), Underwriting Agreement (Primech Holdings LTD), Underwriting Agreement (Primech Holdings LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 3 contracts

Samples: Underwriting Agreement (Know Labs, Inc.), Underwriting Agreement (Know Labs, Inc.), Underwriting Agreement (Know Labs, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees thatCompany will not, without the prior written consent of Xxxxxxx Xxxxx & Company, L.L.C., from the Representative, it will not, for a period date of twelve (12) months execution of this Agreement and continuing to and including the date 90 days after the date of this Agreement the Prospectus (the “Lock-Up Period”), (iA) 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, change the terms of, or grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for 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 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 pursuant to a registration statement on Form S-8 for employee benefit plans); Common Stock or (iiiB) 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 capital stock of the CompanyCommon Stock, whether any such transaction described in clause (i), (iiA) or (iiiB) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. The restrictions contained in , except to the Underwriters pursuant to this section shall not apply to Agreement and (i) the Shares and the Representative’s Warrants and grants of options, shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option and other awards to purchase or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance receive shares of Common Stock pursuant to the Company’s existing stock option Company Stock Plans that are in effect as of or bonus plans prior to the date hereof or otherwise in accordance with past practices of the Company as disclosed in to the Registration Statement manner and the Pricing Disclosure Package; timing of certain grants, (ivii) issuances of shares of Common StockStock upon the exercise, vesting or settlement of options or convertible securities issued to banksrestricted stock units, equipment lessors warrants, or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority awards outstanding as of the disinterested directors of the Company; or date hereof (v) including for this purpose shares of Common Stock, Stock withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of stock options or convertible securities issued in connection with sponsored researchfor paying taxes due as a result of such exercise, collaboration, technology license, development, marketing, investor relations vesting or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (ivsettlement), or (viii) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting issuances of any option or warrant or allow shares of Common Stock (including upon exercise of options) related to the lapse filing by the Company of any repurchase right prior registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan, including relating to issuances or awards to officers or directors for compensatory purposes (including options) or to the expiration directors in satisfaction of the Lock-Up Periodcompensation earned by the directors.

Appears in 3 contracts

Samples: Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (WPP PLC)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement Closing Date (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, change grant or modify the terms of, or grant of any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Common Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares, or 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, Common Shares, or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares or other shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); 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 ADSs, Common Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of ADSs, Common Shares, other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares ADSs underlying the Representative’s Warrants to be sold hereunder; , and (ii) the issuance by the Company of Common Stock Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance by the Company of options to purchase Common Stock pursuant to Shares or ADSs or other equity awards of the Company’s existing stock option Company for compensatory purposes; or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares the issuance of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored researchmergers, collaborationacquisitions, technology licensejoint ventures, developmentlicensing arrangements, marketing, investor relations or any other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, non-capital raising transactions provided the recipient of any such Common Stock or other securities issued or granted are not registered pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodregistration statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares Class A Shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Class A Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock Class A Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Boustead Wavefront Inc.), Underwriting Agreement (Boustead Wavefront Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of twelve six (126) months after from the date closing of this Agreement the offering (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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to the following situations; including: (i1) the Shares and Underwriter receives a signed lock-up agreement for the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company balance of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall enter into not involve a Lock-Up Agreementdisposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (mF International LTD), Underwriting Agreement (mF International LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change grant or amend the terms of, or grant of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Units, the Shares and comprising the Units, the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of share capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of share capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); 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 share 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 share capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants Representative Warrant Shares to be sold hereunder; (ii) the issuance by the Company of Common Stock Class A Shares or Class B Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock Class A Shares or Class B Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock Class A Shares or Class B Shares or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 3.16 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (RoyaLand Co Ltd.), Underwriting Agreement (RoyaLand Co Ltd.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change grant or amend the terms of, or grant of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve (12) months 180 days 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 pursuant to a registration statement on Form S-8 for equity incentive plans or employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Representative Warrants and shares underlying the Representative’s Representative Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance by the Company of Common Stock pursuant to stock options or other stock-based awards of the Company’s existing stock option Company under any equity incentive plan or bonus plans as disclosed in the Registration Statement employee benefit plan; and the Pricing Disclosure Package; (iv) the issuance, or entry into an agreement to issue, capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors capital stock of the Company, provided in connection with any merger, joint venture, strategic alliance, commercial, lending or other collaborative or strategic transaction or the recipient acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of any such Common Stock employee benefit plan in connection with a merger or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodacquisition.

Appears in 2 contracts

Samples: Underwriting Agreement (PaxMedica, Inc.), Underwriting Agreement (PaxMedica, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve three hundred sixty five (12365) months 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Focus Universal Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares Class A Shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Class A Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock Class A Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Boustead Wavefront Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of twelve three (123) months after from the date closing of this Agreement the offering (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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to the following situations; including: (i1) the Shares and Underwriter receives a signed lock-up agreement for the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company balance of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall enter into not involve a Lock-Up Agreementdisposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (mF International LTD)

Company Lock-Up. The CompanyFor a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), on behalf of itself and any successor entitythe Company agrees not to, agrees thatdirectly or indirectly, without the prior written consent of the Representative, it will not, (1) offer for a period of twelve (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledgesale, sell, contract to sell, sell pledge or otherwise dispose of (or enter into any option transaction or contract to purchase, purchase any option or contract to sell, change the terms ofdevice that is designed to, or grant would be reasonably expected to, result in the disposition by any option, right person at any time in the future of) any Ordinary Shares or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (ii) file Ordinary Shares or cause sell or grant options, rights or warrants with respect to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Ordinary Shares, (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of capital stock of the Companysuch Ordinary Shares, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of shares of capital stock of the Company Ordinary Shares or such other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any Ordinary Shares or securities convertible, exercisable or exchangeable into Ordinary Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in this section the preceding sentence shall not apply to any one or more of the following: (iA) the Ordinary Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunderhereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement; (iiB) the issuance of Ordinary Shares, restricted stock units, options to purchase Ordinary Shares or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or described in the Pricing Prospectus and the Prospectus or pursuant to currently outstanding restricted stock units, options, warrants or rights; (C) the filing by the Company of Common Stock upon any registration statement on Form S-8 or a successor form thereto relating to the exercise of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares granted pursuant to or reserved for issuance under an outstanding employee benefit plan, qualified stock option plan or warrant or the conversion of a security outstanding on the date hereof or disclosed other employee compensation plan described in the Registration Statement Pricing Prospectus and the Pricing Disclosure PackageProspectus; (iiiD) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued Ordinary Shares in connection with sponsored researchthe acquisition of the business, collaborationproperty or assets of, technology licenseor a majority or controlling portion of the equity of, developmentor a business combination, marketinga joint venture, investor relations commercial relationship or other similar agreements strategic transaction with, another entity in connection with such transaction by the Company or strategic partnerships approved by a majority any of its subsidiaries; provided, that the aggregate number of securities (on an as-converted, as-exercised or as-exchanged basis) issued or issuable pursuant to this clause (D) does not exceed 10% of the disinterested directors number of Ordinary Shares outstanding immediately after the offering of the CompanyShares pursuant to this Agreement determined on a fully-diluted basis; provided, provided the further, that each recipient of any such Common Stock or other securities issued or granted pursuant to this clause (iv), or (vD) will execute a lock-up agreement substantially in the form of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior Exhibit A hereto with respect to the expiration remaining portion of the Lock-Up Period; or (E) the issuance of Ordinary Shares pursuant to the Scheme. The Company agrees to cause each officer, director and shareholder of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Ordinary Shares with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (GAN LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change grant or modify the terms of, or grant of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; , and (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities stock issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved acquisitions made by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodin accordance with past practices.

Appears in 1 contract

Samples: Underwriting Agreement (Cerberus Cyber Sentinel Corp)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; or (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (viii) of this Section 3.17 3.18 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (OS Therapies Inc)

AutoNDA by SimpleDocs

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six (126) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 pursuant to a registration statement on Form S-8 for equity incentive plans or employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) any subsequent offering that is priced at more than 125% of the offering price; (iii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iiiiv) the issuance by the Company of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority stock-based awards of the disinterested directors of the CompanyCompany under any equity incentive plan or employee benefit plan; or and (v) the issuance, or entry into an agreement to issue, capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors capital stock of the Company, provided in connection with any merger, joint venture, strategic alliance, commercial, lending or other collaborative or strategic transaction or the recipient acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of any such Common Stock employee benefit plan in connection with a merger or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodacquisition.

Appears in 1 contract

Samples: Underwriting Agreement (Lemeng Holdings LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve three (123) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Representatives’ Warrants and shares underlying the Representative’s Representatives’ Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; provided that such 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; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Know Labs, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 Section 3.17 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Reticulate Micro, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve three (123) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Representatives’ Warrants and shares underlying the Representative’s Representatives’ Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; provided that such 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;; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Know Labs, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve three (123) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 pursuant to a registration statement on Form S-8 for equity incentive plans or employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance by the Company of Common Stock pursuant to stock options or other stock-based awards of the Company’s existing stock option Company under any equity incentive plan or bonus plans as disclosed in the Registration Statement employee benefit plan; and the Pricing Disclosure Package; (iv) the issuance, or entry into an agreement to issue, capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors capital stock of the Company, provided in connection with any merger, joint venture, strategic alliance, commercial, lending or other collaborative or strategic transaction or the recipient acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of any such Common Stock employee benefit plan in connection with a merger or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodacquisition.

Appears in 1 contract

Samples: Underwriting Agreement (Jayud Global Logistics LTD)

Company Lock-Up. The CompanyFor a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Lock-Up Period”), on behalf of itself and any successor entitythe Company agrees not to, agrees thatdirectly or indirectly, without the prior written consent of the Representative, it will not, (1) offer for a period of twelve (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledgesale, sell, contract to sell, sell pledge or otherwise dispose of (or enter into any option transaction or contract to purchase, purchase any option or contract to sell, change the terms ofdevice that is designed to, or grant would be reasonably expected to, result in the disposition by any option, right person at any time in the future of) any Ordinary Shares or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (ii) file Ordinary Shares or cause sell or grant options, rights or warrants with respect to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Ordinary Shares, (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of capital stock of the Companysuch Ordinary Shares, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of shares of capital stock of the Company Ordinary Shares or such other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any Ordinary Shares or securities convertible, exercisable or exchangeable into Ordinary Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in this section the preceding sentence shall not apply to any one or more of the following: (iA) the Ordinary Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunderhereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement; (iiB) the issuance of Ordinary Shares, restricted stock units, options to purchase Ordinary Shares or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or described in the Pricing Prospectus and the Prospectus or pursuant to currently outstanding restricted stock units, options, warrants or rights; (C) the filing by the Company of Common Stock upon any registration statement on Form S-8 or a successor form thereto relating to the exercise of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares granted pursuant to or reserved for issuance under an outstanding employee benefit plan, qualified stock option plan or warrant or the conversion of a security outstanding on the date hereof or disclosed other employee compensation plan described in the Registration Statement Pricing Prospectus and the Pricing Disclosure PackageProspectus; (iiiD) the issuance of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued Ordinary Shares in connection with sponsored researchthe acquisition of the business, collaborationproperty or assets of, technology licenseor a majority or controlling portion of the equity of, developmentor a business combination, marketinga joint venture, investor relations commercial relationship or other similar agreements strategic transaction with, another entity in connection with such transaction by the Company or strategic partnerships approved by a majority any of its Subsidiaries; provided, that the aggregate number of securities (on an as-converted, as-exercised or as-exchanged basis) issued or issuable pursuant to this clause (D) does not exceed 10% of the disinterested directors number of Ordinary Shares outstanding immediately after the offering of the CompanyShares pursuant to this Agreement determined on a fully-diluted basis; provided, provided the further, that each recipient of any such Common Stock or other securities issued or granted pursuant to this clause (iv), or (vD) will execute a lock-up agreement substantially in the form of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior Exhibit A hereto with respect to the expiration remaining portion of the Lock-Up Period; or (E) the issuance of Ordinary Shares in connection with the Acquisition. On or prior to the date hereof, each officer, director and shareholder of the Company set forth on Schedule C has executed and delivered to the Underwriter, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Ordinary Shares with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (GAN LTD)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants Representative Warrant Shares to be sold hereunder; (ii) the issuance by the Company of Common Stock Class A Shares or Class B Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock Class A Shares or Class B Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; , (iv) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock Class A Shares or Class B Shares or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 3.15 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Brera Holdings PLC)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve six months (126) months after the date of this Agreement Closing Date (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, change grant or modify the terms of, or grant of any option, right 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 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 ADSs, Ordinary Shares or other shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); 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 ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of ADSs, Ordinary Shares, other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares ADSs underlying the Representative’s Warrants to be sold hereunder; , and (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance by the Company of Common Stock pursuant options to purchase Ordinary Shares or ADSs or other equity awards of the Company’s existing stock option Company for compensatory purposes; or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares the issuance of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored researchmergers, collaborationacquisitions, technology licensejoint ventures, developmentlicensing arrangements, marketing, investor relations or any other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, non-capital raising transactions provided the recipient of any such Common Stock or other securities issued or granted are not registered pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Periodregistration statement.

Appears in 1 contract

Samples: Underwriting Agreement (Earlyworks Co., Ltd.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve (12) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants Representative Warrant Shares to be sold hereunder; (ii) the issuance by the Company of Common Stock Class A Shares or Class B Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock Class A Shares or Class B Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; , (iv) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common StockClass A Shares or Class B Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock Class A Shares or Class B Shares or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 3.16 during the Lock-Up Period shall enter into a Lock-Up Agreement. .. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Brera Holdings PLC)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees thatCompany will not, without the prior written consent of Jefferies, from the Representative, it will not, for a period date of twelve (12) months execution of this Agreement and continuing to and including the date 90 days after the date of this Agreement the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell pledge, grant any option to subscribe for or contract to purchase, purchase make any option or contract to sell, change the terms of, or grant any option, right or warrant to purchase, lend, short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any shares of capital stock securities of the Company that are substantially similar to the ADSs or the Shares, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for 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 shares of capital stock of the Company receive, Ordinary Shares or any securities convertible into such substantially similar securities, or exercisable publicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); filing or (iiiB) 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 capital stock of the CompanyOrdinary Shares or any such other securities, whether any such transaction described in clause (i), (iiA) or (iiiB) above is to be settled by delivery of shares of capital stock of the Company Ordinary Shares or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to , other than (i) to the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants Underwriters pursuant to be sold hereunder; this Agreement, (ii) the issuance of any ADSs or Ordinary Shares of the Company upon the exercise of options or vesting of awards granted under employee benefit plans described in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus, (iii) the grant by the Company of Common Stock upon awards under the exercise of an outstanding option Company’s employee benefits plans or warrant or the conversion of a security outstanding on the date hereof or disclosed other employee grants described in the Registration Statement Statements, the Time of Sale Disclosure Package and the Pricing Disclosure Package; Prospectus, (iiiiv) the issuance filing of Common Stock pursuant a registration statement on Form S-8 (or equivalent forms) in connection with an employee benefits plan and (v) the filing of a registration statement on Form F-6 (or equivalent forms) with respect to the Company’s existing stock option or bonus plans as disclosed in ADR program, provided that the Registration Statement and Company shall not deposit any Ordinary Shares with the Pricing Disclosure Package; (iv) shares Depositary for issuance of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, ADSs pursuant to an equipment leasing or real property leasing transaction approved such registration statement other than as otherwise permitted by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted this Agreement including pursuant to clause (iv), or (v) of the other exceptions contained in this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period4(a)(ix).

Appears in 1 contract

Samples: Underwriting Agreement (Edap TMS Sa)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for For a period of twelve (12) months commencing on the date hereof and ending on the 180th day after the date of this Agreement (the “Lock-Up Period”), (i) offerexcept pursuant to the Shelf Registrations, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose ofCompany agrees not to, directly or indirectly, without the prior written consent of the Representative, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of) any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file Common Stock or cause sell or grant options, rights or warrants with respect to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Common Stock, (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of capital stock such shares of the CompanyCommon Stock, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the 1933 Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in this section the preceding sentence shall not apply to any one or more of the following: (iA) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (iiB) the issuance by the Company or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock upon the exercise of an outstanding or units pursuant to employee benefit plans, qualified stock option plans or warrant or the conversion of a security outstanding other employee compensation plans in effect on the date hereof of this Agreement or disclosed in the Registration Statement and the Pricing Disclosure Package; pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (iiiC) the issuance of shares of Common Stock pursuant to the Company’s existing exercise of warrants or conversion of preferred stock outstanding on the date hereof and described in the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or bonus plans as disclosed other employee compensation plan in effect on the date hereof and described in the Registration Statement Prospectus and the Pricing Disclosure Package; (ivE) shares of Common Stock, options or convertible securities Stock to be issued to banksone or more counterparties in connection with the consummation of a strategic partnership, equipment lessors joint venture, collaboration, merger, co-promotion or other financial institutionsdistribution arrangement, or to real property lessorsthe acquisition or in-licensing of any business products or technologies; provided, pursuant to an equipment leasing or real property leasing transaction approved by a majority that the aggregate number of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities Stock issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority under this Subsection (E) shall not exceed 5% of the disinterested directors number of shares of Common Stock of the CompanyCompany outstanding as of the date hereof; and provided further, provided the that prior to such issuance, each recipient of any such shares under this subsection (E) shall execute and deliver to the Representative a Lock-Up Agreement (as defined below) substantially in the form of Exhibit A hereto. The Company agrees to cause each executive officer, director and certain affiliates of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the Execution Time, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The Company will issue stop-transfer instructions to the transfer agent for the Common Stock or other securities issued or granted pursuant with respect to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodAgreements.

Appears in 1 contract

Samples: Underwriting Agreement (Minim, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of twelve six (126) 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, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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; (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 pursuant to a registration statement on Form S-8 for employee benefit plans); 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 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; or (v) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Primech Holdings LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.