Common use of Lock-Up Agreements of Company, Management and Affiliates Clause in Contracts

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1, 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.

Appears in 2 contracts

Samples: Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp)

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Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1, 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Axxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.

Appears in 2 contracts

Samples: Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1, 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Lm Funding America, Inc.), Underwriting Agreement (Lm Funding America, Inc.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) 180 days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) 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, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stockcapital stock of the Company, warrants, warrants or any securities convertible into or exercisable or exchangeable for common shares of capital stock of the Company or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, capital stock of the Company whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock shares of capital stock of the Company or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Offered Securities to be sold hereunder, (B) any shares of common stock Shares issued pursuant to a trading plan established prior to July 1, 2018 2021 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as disclosed as outstanding in effect, on the date of this Agreement and (D) any Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares granted, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants). The Company has caused each of its directors, officers and directors and certain shareholders any other holder(s) of five one half percent (50.5%) or more of the outstanding Common Stock Shares as of the Company effective date of the Registration Statement (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person and all holders of Golden Properties, Ltd.securities exercisable for or convertible into Shares) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit B.

Appears in 2 contracts

Samples: Underwriting Agreement (Nexalin Technology, Inc.), Underwriting Agreement (Nexalin Technology, Inc.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1March 31, 2018 2020 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 2 contracts

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

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. ; provided, that, the Lock-Up Period shall be for a period of thirty (30) days after the date of Prospectus for any securities issued pursuant to that certain Controlled Equity Offering Sales Agreement, dated April 18, 2013, by and between the Company and Cantor Xxxxxxxxxx & Co. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1March 23, 2018 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. ; provided, that, the Lock-Up Period shall be for a period of sixty (60) days after the date of Prospectus for any securities issued pursuant to that certain Controlled Equity Offering Sales Agreement, dated April 18, 2013, by and between the Company and Cantor Xxxxxxxxxx & Co. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1March 23, 2018 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty sixty (18060) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1June 30, 2018 2020 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Yield10 Bioscience, Inc.)

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Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty sixty (18060) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) the Shares to be sold in connection with the Concurrent Private Placement, (C) any shares of common stock issued pursuant to a trading plan established prior to July 1June 30, 2018 2020 pursuant to Rule 10b5-1 of the Exchange Act, and (CD) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Yield10 Bioscience, Inc.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1, 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.

Appears in 1 contract

Samples: Underwriting Agreement (American Resources Corp)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1March 23, 2018 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that and (D) the issuance of (a) shares of Common Stock or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such warrants have not been amended since purpose for services rendered to the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrantsCompany. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Immune Pharmaceuticals Inc)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrantsstock Warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1, 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Lm Funding America, Inc.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act to register, any shares of common stock, warrantsstock Warrants, or any securities convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stockcommon stock, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock common stock, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above; provided, that, the Lock-Up Period shall be for a period of sixty (60) days after the date of Prospectus for any securities issued pursuant to that certain Controlled Equity Offering Sales Agreement, dated April 18, 2013, by and between the Company and Cantor Xxxxxxxxxx & Co. (the “Sales Agreement”). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock issued pursuant to a trading plan established prior to July 1May 13, 2018 2016 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus, provided that such warrants have not been amended since the date of this Agreement to increase the number of such warrants or warrant shares or to decrease the exercise price of such warrants or to extend the term of such warrants. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company (other than Golden Properties, Ltd. and/or Alxx Xxx, the control person of Golden Properties, Ltd.) to enter into agreements with the Representative in the form set forth in Annex II.Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.)

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