Common use of Lockup Agreements Clause in Contracts

Lockup Agreements. Each holder of the Registrable Securities agrees not to effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account of the Company, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or in an established trading market from any party other than the Company, or (b) prevent the exercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during such lockup period.

Lockup Agreements. 5.3.1 Each holder of the Registrable Securities agrees not to effect that in connection with the Initial Public Offering and any public sale Demand Registration or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in Piggyback Registration that is an underwritten public offering for the account of the CompanyPublic Offering, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officershe, directors and one percent (1%) holders, provided further that any discretionary waiver she or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any shares Equity Securities (including Equity Securities that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of Common Stock the Commission), (b) enter into a transaction which would have the same effect as any action described in clause (a) of this section, (c) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any securities convertible into described in clause (a) of this section, whether such transaction is to be settled by delivery of such securities, in cash or exercisable or exchangeable for Common Stock acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or in an established trading market from any party other than the Companyotherwise, or (d) publicly disclose the intention to enter into any transaction described in (a), (b) prevent or (c) (collectively, “Sale Transactions”), from the exercise date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten Public Offering to the date that is 180 days (in the case of the Series B Common WarrantsInitial Public Offering) or 90 days (in the case of any other Public Offering) following the date of the final prospectus for such underwritten Public Offering (or for such shorter period as is then customary for such Public Offering as agreed to by the underwriters designated as “book-runners” managing such registered Public Offering), to the extent such book-runners advise in writing that such restriction is necessary in their judgment (such period, the Series C Warrants“Holdback Period”). If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Series D WarrantsCompany announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then, in either case of (x) or (y), to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the Series E Warrant described in Section 1.2(a) during occurrence of the material news or event, as the case may be (such lockup period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension.

Lockup Agreements. Each holder Holder hereby agrees to enter into a lockup agreement in connection with the IPO, in such form as is requested by the Company and the lead underwriter of the IPO, not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities agrees not to effect any public sale or distribution of Registrable Securities, other Common Shares or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven Common Shares then owned by such Holder for a period of one hundred eighty (7180) days prior following the IPO Closing Date (the “IPO Lockup Period”). In connection with any underwritten offering by the Company following the IPO Closing Date (a “Post-IPO Offering”), each Holder further agrees not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a reasonable and customary period (not to exceed ninety (90) days) following the period after (date of a prospectus or prospectus supplement, as applicable, prepared in connection with such Post-IPO Offering, as requested by the underwriters, but not to exceed 180 dayslead underwriter of such Post-IPO Offering; provided that (a) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account each executive officer and trustee of the Company, provided and each holder of 5% or more of the Common Shares or securities convertible into Common Shares, enter into agreements that all officers are no less restrictive and directors (b) the Holders shall be allowed any concession or proportionate release offered to any executive officer, trustee or holder of 5% or more of the Common Shares that entered into such agreements, with such proportionate number being determined by dividing the number of shares being released with respect to such officer, trustee or 5% or greater holder by the total number of issued and outstanding shares held by such officer, trustee or 5% or greater holder). If requested, such agreement shall be in writing in a form reasonably satisfactory to the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the managing underwriter. The Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the may impose stop transfer restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities subject to the foregoing restriction until the end of the period, provided, that the Company shall take no action materially more restrictive of the Registrable Securities than of Shares held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply other securityholders who are subject to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or in an established trading market from any party other than the Company, or (b) prevent the exercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during such lockup periodagreements.

Lockup Agreements. Each holder of the Registrable Securities agrees not to effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account of the Company, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any 11 of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or in an established trading market from any party other than the Company, or (b) prevent the exercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during such lockup period.