IPO Lockup Clause Samples

An IPO Lockup clause restricts certain shareholders, typically company insiders or early investors, from selling their shares for a specified period following a company's initial public offering (IPO). This period often ranges from 90 to 180 days and is designed to prevent a sudden influx of shares into the market, which could negatively impact the stock price. By temporarily limiting share sales, the clause helps stabilize the market for the newly public company's stock and reassures new investors about the company's value.
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IPO Lockup. In connection with the initial public offering of the Company’s securities in an underwritten offering under the Securities Act, and upon request of the Company or the underwriters managing such offering, Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company held immediately prior to the effectiveness of the registration statement for such offering (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days or such longer period of time as may be required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. (or any successor rule thereto)) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering; provided that any such period of time shall not exceed the shortest period of time applicable to the Company’s officers and other investors.
IPO Lockup. The Investor shall have signed a customary lockup agreement requested by the Underwriters (the “Lockup Agreement”), including but not limited to an agreement not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock held by the Investor (other than those included in the registration) during the 180-day period following the effective date of the IPO.
IPO Lockup. If Novartis purchases Akcea Common Stock pursuant to Section 2.1, Novartis agrees that it will sign a customary lockup agreement requested by the underwriters in Akcea’s Qualified Initial Public Offering, including but not limited to an agreement not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Akcea Common Stock held by Novartis (other than those included in the registration) during the 180-day period following the effective date of the Qualified Initial Public Offering; provided, that all of Akcea’s officers and directors and all persons or entities who hold Akcea’s Common Stock (or securities convertible into Common Stock) in an amount that is greater than 1% of Akcea’s then issued and outstanding Common Stock are bound by and have entered into similar agreements.
IPO Lockup. The Investors shall have signed a lockup agreement in the form previously agreed upon by the Investors and the Underwriters. The Shares shall be subject to the terms of the lockup agreement.
IPO Lockup. During the period commencing on the effective date of the prospectus relating to the IPO and ending 180 days after such date, the Purchaser shall not, without the prior written consent of the Company, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any Common Stock, Founder Shares, Warrants or Private Placement Warrants, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, Founder Shares, Warrants or Private Placement Warrants or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, Founder Shares, Warrants or Private Placement Warrants, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Founder Shares, Warrants or Private Placement Warrants or other securities, in cash or otherwise; provided, however, that the foregoing shall not apply (i) to the forfeiture by the Purchaser of any Founder Shares pursuant to their terms or (ii) to any Public Units (or the Public Shares and Public Warrants comprising such Public Units) acquired by the Purchaser in the IPO or in the open market following the IPO.