Common use of Lockups Clause in Contracts

Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder will (in the case of Stockholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders holding a majority of the shares being sold in such offering by Stockholders, if a majority of the shares being sold in such offering are being sold by Stockholders, as applicable. Even in the absence of any Stockholder entering into any such underwriting agreement, such Stockholder agrees to be bound by the lockup restrictions set forth therein applicable to other Stockholders. Pending the signing of the applicable underwriting agreement, from the point at which a Stockholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares by the Company. The Company shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Stockholders.

Appears in 3 contracts

Samples: Form of Registration Rights Agreement (Performance Food Group Co), Registration Rights Agreement (Performance Food Group Co), Registration Rights Agreement (Performance Food Group Co)

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Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder Shareholder will (in the case of StockholdersShareholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders Shareholders holding a majority of the shares being sold in such offering by StockholdersShareholders, if a majority of the shares being sold in such offering are being sold by StockholdersShareholders, as applicable. Even in the absence of any Stockholder Shareholder entering into any such underwriting agreement, such Stockholder Shareholder agrees to be bound by the lockup restrictions set forth therein applicable to other StockholdersShareholders. Pending the signing of the applicable underwriting agreement, from the point at which a Stockholder Shareholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder Shareholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares by the Company. The Company shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the StockholdersShareholders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Gates Industrial Corp PLC), Registration Rights Agreement (Gates Industrial Corp PLC), Registration Rights Agreement (Mavenir Private Holdings II Ltd.)

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