LOCK-UP OF THE STOCKHOLDER Sample Clauses

LOCK-UP OF THE STOCKHOLDER. Notwithstanding any other right under any other provision of this Agreement, the Stockholder agrees that it will not sell any shares of Common Stock comprising the Stock Consideration for a period from the Closing Date until and including the date that is one year after the Closing Date, provided, however, that if the Nominal Stock Consideration Amount is greater than $1 billion, the Stockholder may sell the amount of shares of Common Stock comprising the Stock Consideration (including Common Stock underlying the Purchaser Convertible Preferred Stock) that exceeds $1 billion of the Nominal Stock Consideration Amount beginning on the 181st day after the Closing Date; provided, further, that nothing in this Section 14 will restrict sales of Common Stock by the Stockholder (i) as nominee of customers in the ordinary course of business, (ii) pursuant to a private offering not requiring registration under the Securities Act of 1933 if the transferee agrees to the transfer and other restrictions set forth in this Agreement to which the Stockholder was subject with respect to the transferred shares of Common Stock and such private offering is made on or after the 181st day after the Closing Date or (iii) to an Affiliate of the Stockholder if such Affiliate agrees to the transfer and other restrictions set forth in this Agreement to which the Stockholder was subject with respect to the transferred shares of Common Stock or (iv) to the Company. Nothing in this provision will limit the ability of the Stockholder to request the Company to file the Shelf Registration Statement or Demand Registration Statement or permit the Company to delay the effectiveness of the Shelf Registration Statement or Demand Registration Statement during the period described in this Section 14, provided that no sales may be made pursuant to the Shelf Registration Statement or Demand Registration Statement until the period described in this Section 14 has expired. Nothing in this Section 14 will restrict sales of Common Stock by any Affiliate or subsidiary of the Stockholder as nominee of customers or in connection with banking, brokerage or asset management activities in the ordinary course of business.
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Related to LOCK-UP OF THE STOCKHOLDER

  • Covenants of the Stockholder The Stockholder agrees as follows:

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Indemnification by the Stockholder In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • Further Agreements of the Selling Stockholder The Selling Stockholder covenants and agrees with each Underwriter that:

  • Covenants of the Shareholder The Shareholder covenants and agrees as follows:

  • Registered Stockholders The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

  • Optionee Not a Shareholder Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

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