Enforce Lock-Up Agreements During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 6(i) hereof.
Companys Agreements The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.
Agreements of Affiliates GSMS has disclosed in Section 8.11 of the GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PSS Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.
Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.
Affiliates Agreements Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.9 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------
Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.
Right to Make Agreement Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
Rights Agreements The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers.
Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;
