Lock-Up/Leak-Out Agreements Sample Clauses

Lock-Up/Leak-Out Agreements. The Company shall have entered into the into Lock-up/Leak out agreements described in paragraph 8.12 below, substantially in the form attached hereto as Exhibit D,
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Lock-Up/Leak-Out Agreements. The Company Sellers shall have entered into a lockup agreement for the shares of Parent common stock in the form attached hereto as Exhibit A (the “Lock Up Agreement”)
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Lock-Up/Leak-Out Agreements. (a) In connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Investors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Shares”), or any securities, options or rights convertible into or exchangeable or exercisable for Shares (collectively, “Other Securities”); (ii) enter into a transaction which would have the same effect as described in clause (i) above; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Shares or Other Securities, whether such transaction is to be settled by delivery of such Shares or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”); or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the ‘pricing’ of such offering and continuing to the date that is 180 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing underwriters, a “Leak-Out Period”); provided, however, that (ii) all executive officers and directors of the Company then holding Common Stock of the Company shall enter into similar agreements; and (ii) notwithstanding the foregoing each Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period (any such date, a “Date o...
Sample 1
Lock-Up/Leak-Out Agreements. The resale of Parent Stock by the Seller shall be bound by the terms and conditions of the Lock-Up/Leak-Out Agreement, in the form attached hereto as Exhibit 2.8(iii) (the "Lock-Up Agreement"). The Lock-Up Agreement shall provide, among other things, that no shares may be sold for the first six (6) months from the Closing Date. In the event sales may be permitted pursuant to Rule 144 under the Securities Act, then the Sellers may sell one-thirtieth (1/30) of the Seller's Parent Stock commencing six (6) months from the Closing Date on a cumulative basis and all (100%) of the Parent Stock commencing three (3) years from the Closing Date. Any sales by Seller shall be in compliance with the terms and conditions of Rule 144 under the Securities Act, unless previously registered with the Securities and Exchange Commission under a then-effective registration statement. In the event that any shares of Parent Stock held by designees of Seller revert back to Seller, the sale of such shares shall be subject to the terms and conditions of the Lock-Up Agreement and aggregated with any sales by Seller. Any sales of Parent Stock in violation of the Lock-Up Agreement by Seller shall constitute an event of default under the Lock-Up Agreement and all proceeds in excess of the Merger Consideration from the sale of all Parent Stock by Seller, regardless of whether such proceeds derive from sales made prior to, concurrent with or subsequent to such event of default, shall be paid to the Buyer. The Buyer reserves the right to waive the lock-up limitations and/or resale limitations set forth in the Lock-Up Agreement, in whole or in part.
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Lock-Up/Leak-Out Agreements. Certain pre-Merger shareholders of SciVac and the Company mutually agreed upon by SciVac and the Company shall have executed lock-up/leak-out agreements, in form and substance reasonably acceptable to the Company and SciVac, and subject to any other terms or conditions that an underwriter or placement agent in the Capital Raising Transaction may require, restricting such shareholders’ respective sales, transfers or other dispositions of SciVac Common Shares during the period from the date of this Agreement until the earlier of (i) one hundred and eighty 180 days following the Effective Time and (ii) termination of this Agreement in accordance with its terms.
Sample 1
Lock-Up/Leak-Out Agreements. Each of the Blackridge stockholders who owns more than 100,000 shares of Blackridge capital stock shall enter into a Lock-Up/Leak-Out Agreement with Xxxxx Xxxxx in a form acceptable to Blackridge and Xxxxx Xxxxx providing that such stockholder will not, without the prior consent of Xxxxx Xxxxx, sell any of its shares of Xxxxx Xxxxx capital stock (or the shares received by the stockholder in exchange therefor) in any public trading market during a period not to exceed one year (the "Lock-Up Period") following the Closing Date and that for a period of not to exceed six months thereafter it will limit its sales of Xxxxx Xxxxx capital stock (or the shares received by the stockholder in exchange therefor) in any public trading market to an amount not more than the smallest of the following: (i) 10% of the average daily trading volume of Xxxxx Xxxxx common stock on the OTCQB (or any successor trading market or exchange) for the one week period preceding the date(s) of the proposed sale(s) during any single one-week period; (ii) the average weekly trading volume of Xxxxx Xxxxx Common Stock on the OTCQB (or any successor trading market or exchange) for the four calendar weeks preceding the proposed sale date(s) during any three-month period; (iii) one percent (1%) of the issued and outstanding shares of Xxxxx Xxxxx Common Stock as shown by the most recent report or statement published by Xxxxx Xxxxx during any three month period; and (iv) 1/24 of such stockholder's total holdings during any single calendar month.
Sample 1
Lock-Up/Leak-Out Agreements. Prior to Closing, ATD’s General Manage agrees to coordinate with each ATD post-Closing member shall have executed and will be subject to a Lock-up/Leak-out agreement as set forth below:
Sample 1
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Related to Lock-Up/Leak-Out Agreements

  • 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.

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

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • 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.

  • Existing Lock-Up Agreement The Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.

  • Lock-Ups The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.

  • Standstill Agreement In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

  • Lockup Agreement The Company will deliver to the Subscribers on or before the Closing Date and enforce the provisions of irrevocable lockup agreements (“Lockup Agreement”) in the form annexed hereto as Xxxxxxx X0, Xxxxxxx X0 and Xxxxxxx X0, with the persons identified on Schedule 9(v) with respect to the Common Stock identified on Schedule 9(v). The Company further agrees it will not issue any shares described in Section 12(a)(v) unless the employee has delivered prior thereto an executed Lockup Agreement.

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