Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Shares: 7,717,347 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) , (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to: (A) transfers of shares of Common Stock as a bona fide gift or gifts; (B) transfers of shares of Common Stock to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; (D) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned; (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned; (G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F); (H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities; (I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering; (J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and (K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if such transaction is not completed, any Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK[●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-UP AGREEMENT BofA Securities, Inc. the-Waters Communications • Outreach email from ▇.▇▇ . ▇▇▇▇▇▇ Securities LLC to certain qualified institutional buyers and/or institutional accredited investors on July 18, 2023 • Neumora - Testing-the-Waters Presentation Form of Lock-Up Agreement ▇.▇. ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ SECURITIES LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding NY 10179 c/o BofA Securities, Inc. — Public Offering by Selling Stockholders One Bryant Park New York, NY 10036 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer, distribute, cause the disposition of shares of Common Stock or surrender (as the case may be), the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, testamentary document or intestacy,
(iii) (1) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or (2) to any immediate family member,
(Civ) transfers to a corporation, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to partners, members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);separation agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired (A) in open market transactions after the closing date for the Public Offering or (B) from the Underwriters in the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersignedRegistration Statement, the Pricing Disclosure Package and the Prospectus; andor
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above or any required filing on Schedule 13) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii) and (x) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Sources: Underwriting Agreement (Neumora Therapeutics, Inc.)
Pricing Information. The Public Offering Price: $0.65 per Unit Number of Units Offered: 25,384,616 Series A Units (consisting of (i) 25,384,616 shares of Common Stock and (ii) Series J Warrants to purchase price 12,692,310 shares of Common Stock) Series J Warrant Exercise Price $0.80 per share to be paid by Underwriting Discount: 5.5% Closing Date: December 6, 2016 Canaccord Genuity Inc. As Representative of the Several Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Shares: 7,717,347 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. 99 ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC , ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇RE: Palatin Technologies, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — --- Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Palatin Technologies, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), ) providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value $0.01 per share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”) ), (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:
Stock without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts;
, (B) transfers of shares of Common Stock to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned;
undersigned in a transaction not involving the disposition for value, or (C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary beneficiary, or a member of the immediate family of the undersigned;
; provided that in the case of any transfer or distribution pursuant to clause (DA), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Exchange Act of 19331934, as amended) amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned or may, without the prior written consent of the Representative, (2i) distributions of exercise an option to purchase shares of Common Stock to limited partners, limited liability company members granted under any stock incentive plan or stockholders stock purchase plan of the undersigned, or holders of similar equity interests in the undersigned;
Company (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if any shares issued upon such transaction is not completed, any Securities in the Company subject to this Letter Agreement exercise shall remain subject to the restrictions contained set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement;Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Written Testing-the-Waters Communications • 10x Genomics Testing-the-Waters Presentation dated September 2020. FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇SECURITIES LLC BOFA SECURITIES, ▇▇ INC. ▇▇▇▇▇ AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding 10x Genomics, Inc. — (the “Company”) —Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.01 0.00001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not[, and will not cause any direct or indirect affiliate to,]1 during the period beginning on from and including the date of this letter agreement (this “Letter 1 Not to be included in the lock-up agreement for ▇▇▇▇▇ ▇▇▇▇▇▇▇ or Venrock and affiliated entities. Agreement”) and ending 30 at the close of 60 days after the date set forth on the cover of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant)warrant [, however expressly excluding any Common Stock or such other securities held by Venrock Associates VI, L.P., Venrock Partners VI, L.P., Venrock Management VI, LLC, or publicly disclose Venrock Partners Management VI, LLC (individually and collectively, “Venrock”) which are subject to a letter agreement in substantially similar form of this Letter Agreement (including without limitation Common Stock specifically permitted to be transferred or otherwise disposed of in numbered clause (12) of such letter agreement) (the intention to make any offer“Venrock Letter Agreement”)]2 ) (the “Other Securities” and together with the Common Stock, sale, pledge or dispositionthe “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to undertake any of the foregoing, in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that the foregoing paragraph shall precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The undersigned represents and warrants that the undersigned is not, has not apply tocaused or directed any of its affiliates to be or become, and is not aware of any of its affiliates being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a letter agreement in substantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. Notwithstanding the foregoing, the undersigned may transfer or otherwise dispose of the undersigned’s Lock-Up Securities:
(A1) transfers of shares of Common Stock as a bona fide gift or gifts;
(B2) transfers of by will or intestacy; provided that any shares of Common Stock Lock-Up Securities so transferred or disposed of by directors or officers shall remain subject to a the terms of this Letter Agreement;
(3) to any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(D) if the undersigned is a corporationtrust, partnership, limited liability company, to a trustor or beneficiary of the trust or other business entity (1) transfers to another corporation, partnership, limited liability company, the estate of a beneficiary of such trust or other business entity in a transaction not including a disposition for value; provided that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock 2 Only to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests be included in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides lock-up agreements for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if such transaction is not completed, any Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement;▇▇▇▇▇ ▇▇▇▇▇▇▇.
Appears in 1 contract
Pricing Information. The Public Offering Price: $0.675 per Series A Unit and $0.665 per Series B Unit Number of Series A Units Offered: 11,481,481 Series A Units (consisting of (i) 11,481,481 shares of Common Stock and (ii) Series H Warrants to purchase price 8,611,112 shares of Common Stock) Number of Series B Units Offered: 2,218,045 Series B Units (consisting of (i) 2,218,045 pre-funded Series I Warrants and (ii) Series H Warrants to purchase 1,663,534 shares of Common Stock) Series H Warrant Exercise Price $0.70 per share to be paid by the Underwriters shall be Series I Warrant Exercise Price: $72.18. The public offering price 0.01 per share isUnderwriting Discount: 6.0% Closing Date: August 4, as to each investor, 2016 Canaccord Genuity Inc. As Representative of the price paid by such investor. Number of Shares: 7,717,347 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. several Underwriters 9▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC , ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇RE: Palatin Technologies, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — --- Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Palatin Technologies, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), ) providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value $0.01 per share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”) ), (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:
Stock without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts;
, (B) transfers of shares of Common Stock to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned;
undersigned in a transaction not involving the disposition for value, or (C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary beneficiary, or a member of the immediate family of the undersigned;
; provided that in the case of any transfer or distribution pursuant to clause (DA), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Exchange Act of 19331934, as amended) amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned or may, without the prior written consent of the Representative, (2i) distributions of exercise an option to purchase shares of Common Stock to limited partners, limited liability company members granted under any stock incentive plan or stockholders stock purchase plan of the undersigned, or holders of similar equity interests in the undersigned;
Company (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if any shares issued upon such transaction is not completed, any Securities in the Company subject to this Letter Agreement exercise shall remain subject to the restrictions contained set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement;Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT BofA SecuritiesLOCK-UP AGREEMENT , Inc. 2020 ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇, ▇▇ ▇▇▇▇▇ LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc.ORIC Pharmaceuticals, a Delaware corporation Inc. (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 75 days after the date set forth on the cover of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Other Securities,” and together with the Common Stock, the “Lockup Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesOther Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lockup Securities, or (4) publicly disclose the intention to undertake any of the foregoing (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply toOther Securities:
(Ai) transfers of shares of Common Stock as a bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(Bii) transfers of shares of Common Stock by will or intestacy;
(iii) to a any trust or limited family partnership other entities formed for the direct or indirect benefit of the undersigned or the immediate family of the undersignedundersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);
(Civ) transfers to any immediate family member;
(v) if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above;
(viii) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement;
(ix) the transfer of shares of Common Stock by will, other testamentary document or intestate succession Other Securities to the legal representative, heir, beneficiary Company pursuant to a contractual arrangement or a member agreement described in the Prospectus under which the Company has the option to repurchase such shares of Common Stock or Other Securities upon the immediate family termination of service of the undersigned, provided that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services;
(Dx) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersignedundersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders;
(Gxi) to a nominee in transactions consisting of shares of Common Stock or custodian such Other Securities that the undersigned may purchase in the Public Offering or in open market transactions on or after the date set forth on the cover of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F)the Prospectus;
(Hxii) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or the settlement of restricted stock units granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any shares of Common Stock or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement; and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph;
(A) to the Company pursuant to any contractual arrangement that provides for the repurchase purposes of exercising (including for the undersigned’s securities by the Company payment of tax withholdings or remittance payments due as a result of such exercise) on a “net exercise” or “cashless” basis options or other rights to purchase shares of Common Stock and (B) in connection with the termination vesting or settlement of restricted stock units, any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the undersigned’s employment vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other service relationship with equity award plan, which plan is described in the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) Prospectus, provided that any shares of Common Stock acquired by or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned in open market transactions after completion is required to file a report under Section 16(a) of the Offering;
(J) pursuant Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to an order of a court or regulatory agency having jurisdiction over the undersignedcircumstances described in this paragraph; and
(Kxiv) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a change of control of the Common Stock are acquired by a third partyCompany, provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Common Stock and Other Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement (for the purposes of this Letter Agreement;, “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 60% of the total voting power of the voting share capital of the Company); provided that (1) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (x) each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; (2) that in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (x) and (xi) no filing by any party (donor, donee, devisor, devisee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on a Form 5 or a required filing under Section 13 of the Exchange Act); (3) in the case of any transfer or distribution pursuant to clause (viii) it shall be a condition to such transfer that any required filing under Section 16(a) of the Exchange Act, or other required public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and no other public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition, and (4) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (x), such transfer or distribution shall not involve a disposition for value. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Lockup Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period.
Appears in 1 contract
Sources: Underwriting Agreement (Oric Pharmaceuticals, Inc.)
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [●] [To list each TTW presentation used in TTW meetings.] ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇Securities LLC Citigroup Global Markets Inc. BofA Securities, ▇▇ ▇▇▇▇▇ Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Expensify, Inc., a Delaware corporation (the “Company”), ) and certain stockholders named in the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”)Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.01 0.0001 per shareshare the (“Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Class A Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇ common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option option, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to:
(A) transfers to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:
(a) transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will or intestacy,
(iii) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian separation agreement; provided that each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);this Letter Agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus,
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 90% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;,
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] FORM OF LOCK-UP AGREEMENT BofA Securities[●], Inc. 2021 ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding ▇▇▇▇▇▇ Medical Concepts, Inc. — Initial Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding ▇▇▇▇▇▇ Medical Concepts, Inc., a Delaware corporation (the “Company”), ) and certain stockholders named in the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”)Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare the (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer, distribute, cause the disposition of shares of Common Stock or surrender (as the case may be), the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, testamentary document or intestacy,
(iii) (1) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or (2) to any immediate family member,
(Civ) transfers to a corporation, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to partners, members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian separation agreement, provided that such transferee shall execute and deliver to the Representatives a lock-up letter in the form of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);this Letter Agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock Lock-Up Securities acquired by the undersigned in open market transactions after the completion of the Public Offering;,
(Jx) to the Company (a) pursuant to a right of first refusal described in the Prospectus with respect to transfers of Lock-Up Securities and (b) in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii) and (x) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Sources: Underwriting Agreement (Treace Medical Concepts, Inc.)
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 8,000,000 Number of Option Shares: 1,200,000 Public Offering Price: $19.00 per Share [FORM OF LOCK-UP AGREEMENT BofA SecuritiesAGREEMENT] , Inc. 2023 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇ ▇▇▇▇▇ New York 10282-2198 c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10179 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: Ceridian HCM Holding EngageSmart, Inc. — --- Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding EngageSmart, Inc., a Delaware corporation (the “Company”), and certain stockholders named in the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”)Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby ▇▇▇▇▇▇ agrees that, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 75 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stockcommon stock, $0.01 0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any security convertible into of its affiliates from engaging in any hedging or exercisable other transactions or exchangeable arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer or dispose of shares of Common Stock the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will or intestacy,
(iii) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a corporation, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document which the undersigned and/or one or intestate succession to the legal representative, heir, beneficiary or a member more of the immediate family members of the undersigned;undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution or other transfer or distribution to general or limited partners, to members or shareholders of, or other holders of equity interests in, the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);separation agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus,
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;, [or]
Appears in 1 contract
Pricing Information. The Public Offering Price: $0.87 per Unit Number of Units Offered: 40,229,886 Units (consisting of (i) 40,229,886 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.87 per share in lieu of shares of Common Stock); (ii) Series A Warrants to be paid by the Underwriters shall be purchase 20,114,943 shares of Common Stock at an exercise price of $72.18. The public offering price 1.00 per share isand (iii) Series B Warrants to purchase 20,114,943 shares of Common Stock at an exercise price of $1.09 per share Underwriting Discount: 6.0% Closing Date: July 6, as to each investor, 2015 Canaccord Genuity Inc. As Representative of the price paid by such investor. Number of Shares: 7,717,347 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. several Underwriters ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC , ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ReRE: Ceridian HCM Holding EnteroMedics Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding EnteroMedics Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), ) providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value $0.01 per share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”) ), (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:
Stock without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts;
, (B) transfers of shares of Common Stock to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned;
undersigned in a transaction not involving the disposition for value, or (C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary beneficiary, or a member of the immediate family of the undersigned;
; provided that in the case of any transfer or distribution pursuant to clause (DA), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Exchange Act of 19331934, as amended) amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned or may, without the prior written consent of the Representative, (2i) distributions of exercise an option to purchase shares of Common Stock to limited partners, limited liability company members granted under any stock incentive plan or stockholders stock purchase plan of the undersigned, or holders of similar equity interests in the undersigned;
Company (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if any shares issued upon such transaction is not completed, any Securities in the Company subject to this Letter Agreement exercise shall remain subject to the restrictions contained set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement;Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK[•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-UP AGREEMENT BofA Securitiesthe-Waters Communications Testing-the-Waters Investor Presentation, Inc. dated August 2024 Testing-the-Waters Investor Presentation, dated August 2024 Testing-the-Waters Investor Presentation, dated September 2024 [None.] Form of Lock-Up Agreement ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ SECURITIES LLC TD SECURITIES (USA) LLC CANTOR ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. ▇▇▇▇▇ FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 c/o TD Securities (USA) LLC ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10017 c/o Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York, New York 10022 c/▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10001 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Septerna, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer or dispose of shares of Common Stock the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;gifts or charitable contribution, or for bona fide estate planning purposes,
(Bii) transfers by will or intestacy or any other testamentary document,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a corporation, partnership, limited liability company, investment fund, or other entity (A) of shares which the undersigned and the immediate family of Common Stock by will, other testamentary document or intestate succession to the undersigned are the legal representativeand beneficial owner of all of the outstanding equity securities or similar interests, heiror (B) controlled by, beneficiary or a member of under common control with, the undersigned or the immediate family of the undersigned;,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control or common investment management with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree, separation agreement or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);any other court order,
(Hviii) to the Company pursuant to any contractual arrangement that provides for upon death or disability of the repurchase undersigned, or, if the undersigned is an employee of the Company, upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or a filing required pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-Up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;
(c) convert outstanding preferred stock, warrants to acquire preferred stock or convertible securities into shares of Common Stock or warrants to acquire shares of Common Stock; provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement; and
(d) establish or amend trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (1) such plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be made voluntarily in connection with the establishment or amendment of such trading plans pursuant to Rule 10b51, provided that if a filing under the Exchange Act or other public announcement is required, such announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such trading plan pursuant to Rule 10b5-1 during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. In the event that any signature is delivered by facsimile transmission, electronic mail or otherwise by electronic transmission evidencing an intent to sign this Letter Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Letter Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes. The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, participate in the Public Offering, or sell any Securities at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation. The undersigned understands that this Letter Agreement and all related restrictions and obligations shall automatically terminate u
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications • Erasca - Testing-the-Waters Presentation Dated May 2021 and June 2021 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Erasca, Inc. — Initial Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Erasca, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer the undersigned’s Lock-Up Securities without the consent of shares of Common Stock the Representatives:
(i) as a bona fide gift or gifts;, including without limitation to a charitable organization or educational institution, or for bona fide estate planning purposes,
(Bii) transfers by will, other testamentary document or intestacy,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to a nominee the Company from an employee of the Company upon death, disability or custodian termination of employment, in each case, of such employee,
(ix) as part of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(Hx) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock expiring during the Restricted Period (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 60 days after the date of the Prospectus, and after such 60th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,
(xi) transfers or dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that provides for the repurchase of the undersigned’s securities by the Company shares of Common Stock in connection with the termination of the undersigned’s employment with or other service relationship with to the Company Company; provided, that no public filing, report or the undersigned’s failure to meet certain conditions set out upon receipt announcement reporting a reduction in beneficial ownership of such securities;
(I) shares of Common Stock acquired by shall be required or shall be voluntarily made during the Restricted Period within 75 days after the date the undersigned ceases to provide services to the Company, and after such 75th day, if the undersigned is required to file a report reporting a reduction in open market transactions after completion beneficial ownership of shares of Common Stock during the Offering;Restricted Period, such report or filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no public filing, report or announcement shall be voluntarily made,
(Jxii) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;, or
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Annex C Written Testing-the-Waters Communications • The Presentation used in May 2020 (“Presentation 1”) • The Presentation used in early June 2020 (“Presentation 2”) • The Presentation used in mid-June 2020 (“Presentation 3”) FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇SECURITIES LLC BOFA SECURITIES, ▇▇ ▇▇▇▇▇ INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Acutus Medical, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall undersigned further confirms that, as of the date hereof, the undersigned, or any of its affiliates, is not apply toa party to a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers of shares of Common Stock transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, other testamentary document or intestacy,
(iii) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree, separation agreement or custodian other similar court order, provided no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a person or entity change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to whom a disposition or transfer would be permissible under clauses (A) through (F);the circumstances described in this paragraph,
(Hviii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee, provided that such contractual arrangement is either pursuant to any contractual arrangement a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (such a plan, an “Equity Plan”), or otherwise disclosed in the Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission, and provided further that provides for no filing under the repurchase Exchange Act (as defined below) or other public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 60 days after the date the undersigned ceases to provide services to the Company, and after such 60th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph,
(ix) as part of a sale of the undersigned’s securities Lock-Up Securities acquired in the Public Offering (other than any Company-directed Securities acquired in the Public Offering by an officer or director of the Company or in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order agreement or equity awards granted under any Equity Plan, and provided further that no filing under the Exchange Act or other public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the 45 days after the date of the Prospectus, and after such 45th day, if the undersigned is required to file a court or regulatory agency having jurisdiction over report under Section 16(a) of the undersigned; andExchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this Letter Agreement and (B) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above);
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK[ ò ] Number of Option Shares: [ ò ] Public Offering Price: $[ ò ] per Share Testing-UP AGREEMENT BofA Securitiesthe-Waters Investor Presentation, Inc. dated [Month Year] Testing-the-Waters Investor Presentation, dated [Month Year] Testing-the-Waters Investor Presentation, dated [Month Year] [None.] [ ò ], 2026 ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. LLC RBC CAPITAL MARKETS, LLC UBS SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10179 c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10036 c/o RBC Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 c/o UBS Securities LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York 10010 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding ▇▇▇’s Discount Furniture, Inc., a Delaware corporation (the “Company”)) and BCPE BDF Investor, and certain stockholders named in Schedule 2 to the Underwriting Agreement LP (the “Selling StockholdersStockholder”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of any two of the UnderwritersRepresentatives, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which would reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer, distribute, cause the disposition of shares of Common Stock or surrender (as the case may be) the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, testamentary document or intestacy,
(iii) to a any immediate family member or to any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a corporation, trust, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document which the undersigned and/or one or intestate succession to the legal representative, heir, beneficiary or a member more members of the immediate family of the undersigned;undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or other transfer or distribution to general or limited partners or shareholders of, or other holders of equity interest in, the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);separation agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) in connection with any pledge, charge, hypothecation or other granting of a court security interest in Lock-Up Securities held by BCPE BDF Investor, LP or regulatory agency having jurisdiction over its affiliates, including entities controlled by or affiliated with ▇▇▇▇ Capital, L.P. (collectively, the undersigned“▇▇▇▇ Funds”) (the “Pledged Securities”) to one or more banks, financial or other lending institutions (“Lenders”) as collateral or security for or in connection with any margin loan or other loans, advances or extensions of credit entered into by the undersigned or any of its direct or indirect subsidiaries and any transfers of such Pledged Securities by ▇▇▇▇ Funds to the applicable Lender(s) or other third parties upon or following foreclosure upon or enforcement of such Pledged Securities in accordance with the terms of the documentation governing any margin loan or other loan, advance, or extension of credit (including, without limitation, pursuant to any agreement or arrangement existing as of the date hereof); andprovided that with respect to any pledge, charge, hypothecation or other granting of a security interest set forth above after the execution of this agreement, the applicable Lender(s) shall be informed of the existence and contents of this agreement before entering into any margin loan or other loans, advances or extensions of credit,
(Kxii) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, by ▇▇▇▇ Funds, either directly or indirectly (including through any related distributions or dividends to the direct or indirect equity holders of the ▇▇▇▇ Funds or to managing directors of ▇▇▇▇ Capital Investors, LLC, in response each case as necessary to facilitate any such bona fide gifts), or
(xiii) pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;, provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above, any required filing on Schedule 13 and any required Form 4 filing as a result of such transfer or disposition) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer.
Appears in 1 contract
Sources: Underwriting Agreement (Bob's Discount Furniture, Inc.)
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 5,000,000 Number of Option Shares: 750,000 Public Offering Price: $30.00 per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10179 c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York, NY 10013 Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Biomea Fusion, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc. with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer or dispose of shares of Common Stock the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers by will, other testamentary document, or intestacy,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree, separation agreement, or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);other court order,
(Hviii) to the Company pursuant to any contractual arrangement from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that provides for such arrangements are disclosed in the repurchase Prospectus,,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Restricted Period and if the undersigned is required to file a court report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or regulatory agency having jurisdiction over the undersigned; andwarrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 22,500,000 Number of Option Shares: 3,375,000 Public Offering Price: $10.00 per Share FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & CO. LLC EVERCORE GROUP L.L.C. ▇▇▇▇, ▇▇ ▇▇▇▇▇ LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10179 c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ New York, NY 10036 c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇New York, NY 10022 c/o Evercore Group L.L.C. ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York, NY 10055 Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Erasca, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer the undersigned’s Lock-Up Securities without the consent of shares of Common Stock ▇.▇. ▇▇▇▇▇▇ Securities LLC:
(i) as a bona fide gift or gifts;, including without limitation to a charitable organization or educational institution, or for bona fide estate planning purposes,
(Bii) transfers by will, other testamentary document or intestacy,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to a nominee the Company from an employee of the Company upon death, disability or custodian termination of employment, in each case, of such employee,
(ix) as part of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(Hx) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock expiring during the Restricted Period (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (including the documents incorporated by reference), and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Restricted Period, and if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,
(xi) transfers or dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that provides for the repurchase of the undersigned’s securities by the Company shares of Common Stock in connection with the termination of the undersigned’s employment with or other service relationship with to the Company Company; provided, that no public filing, report or the undersigned’s failure to meet certain conditions set out upon receipt announcement reporting a reduction in beneficial ownership of such securities;
(I) shares of Common Stock acquired by shall be voluntarily made during the Restricted Period, and if the undersigned is required to file a report reporting a reduction in open market transactions after completion beneficial ownership of shares of Common Stock during the Offering;Restricted Period, such report or filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no public filing, report or announcement shall be voluntarily made,
(Jxii) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;, or
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK[•] Number of Option Shares: [•] Public Offering Price: $[•] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-UP AGREEMENT BofA Securities, Inc. the-Waters Communications [BillionToOne – Testing-the-Waters Presentation] [None.] Form of Lock-Up Agreement ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇& COMPANY, ▇▇ ▇▇▇▇▇ L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Minneapolis, Minnesota 55402 c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10022 c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders & Company, L.L.C. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60606 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding BillionToOne, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the Class A common stock, par value $0.01 0.00001 per share (the “Class A Common Stock” and together with the Class B Common Stock of the Company, par value $0.00001 per share, the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers of shares of Common Stock transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will or intestacy,
(iii) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);separation agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for from an employee of the repurchase Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price , tax or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 90% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a)(ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i), (vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Written Testing-the-Waters Communications ● [None.] FORM OF LOCK-UP AGREEMENT BofA Securities[●], Inc. 2021 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇& CO. ▇▇▇▇▇▇ Securities LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Acutus Medical, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending 30 at the close of business 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall undersigned further confirms that, as of the date hereof, the undersigned, or any of its affiliates, is not apply toa party to a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers of shares of Common Stock transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, other testamentary document or intestacy,
(iii) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree, separation agreement or custodian other similar court order, provided no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a person or entity change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to whom a disposition or transfer would be permissible under clauses (A) through (F);the circumstances described in this paragraph,
(Hviii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee, provided that such contractual arrangement is either pursuant to a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (such a plan, an “Equity Plan”), or otherwise disclosed in the Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission, and provided further that no filing under the Exchange Act (as defined below) or other public filing, report or announcement shall be voluntarily made during the Restricted Period and any contractual arrangement required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that provides for the repurchase filing relates to the circumstances described in this paragraph,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in the Public Offering or in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order agreement or equity awards granted under any Equity Plan, and provided further that no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made during the Restricted Period and any required filing under Section 16(a) of a court or regulatory agency having jurisdiction over the undersigned; andExchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this Letter Agreement and (B) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above);
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications StubHub – Testing-the-Waters Presentation, dated June 2024 StubHub – Testing-the-Waters Presentation, dated February 2025 StubHub – Testing-the-Waters Presentation, dated August 2025 FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ New York, New York 10179 c/o Goldman ▇▇▇▇, ▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York, New York 10282 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding StubHub Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of the Company’s Class A common stock, par value $0.01 0.001 per share (the “Class A Common Stock” and together with the Company’s Class B common stock, par value $0.001 per share, of and the Company (Company’s Class C common stock, par value $0.001 per share, the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securitiesshares of Class A Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business on the earlier of (a) 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) and (b) the second trading day following the date the Company issues its second Earnings Release (as defined below) after the date of the Prospectus (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer, distribute, cause the disposition of shares of Common Stock or surrender (as the case may be) the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;gifts or charitable contribution, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, other testamentary document or intestacy,
(iii) (A) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or (B) to any immediate family member,
(Civ) transfers to a corporation, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amendedamended (the “Securities Act”)) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders to any investment fund, vehicle, account, portion of similar equity interests in a fund, vehicle or account or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds, vehicles, accounts or portions of funds, vehicles or accounts managed by such partnership or fund), or (B) as part of a distribution to partners, direct or indirect members, shareholders or other equityholders of the undersigned;,
(Evii) by operation of law law, such as pursuant to a qualified domestic order or in connection with a order, divorce settlement;, divorce decree, separation agreement or other court order, provided that such transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement,
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(Hviii) to the Company pursuant upon the undersigned’s death, disability or termination of employment or service to any contractual arrangement that provides for the repurchase Company,
(ix) as part of a sale or transfer of the undersigned’s securities Lock-Up Securities acquired (A) in the Public Offering (other than any Company-directed shares purchased in the Public Offering by an officer or director of the Company) or (B) in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that, in each case, any such shares of Common Stock received by the undersigned upon such exercise, vesting or settlement that are not transferred to the Company shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan described in open market transactions after completion of the Offering;Registration Statement, the Pricing Disclosure Package and the Prospectus,
(Jxi) to the Company [(A)] pursuant to the Tenth Amended and Restated Co-Sale and First Refusal Agreement, dated January 17, 2020, between the Company and the parties thereto described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, under which the Company has a right of first refusal with respect to transfers of Lock-Up Securities[, or (B) pursuant to an order the contractual arrangement described in the Registration Statement, the Pricing Disclosure Package and the Prospectus providing for the repurchase of a court or regulatory agency having jurisdiction over Lock-Up Securities from the undersigned; and],
(Kxii) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement;; or
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. 2020 ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇, ▇▇ ▇▇▇▇▇ LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇38▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. 38▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/▇ ▇▇▇▇▇▇▇▇▇ LLC 52▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc.ORIC Pharmaceuticals, a Delaware corporation Inc. (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date set forth on the cover of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Other Securities,” and together with the Common Stock, the “Lockup Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesOther Securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares Lockup Securities, or publicly disclose the intention to undertake any of the foregoing (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply toOther Securities:
(Ai) transfers of shares of Common Stock as a bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(Bii) transfers of shares of Common Stock by will or intestacy;
(iii) to a any trust or limited family partnership other entities formed for the direct or indirect benefit of the undersigned or the immediate family of the undersignedundersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);
(Civ) transfers to any immediate family member;
(v) if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above;
(viii) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement;
(ix) the transfer of shares of Common Stock by will, other testamentary document or intestate succession Other Securities to the legal representative, heir, beneficiary Company pursuant to a contractual arrangement or a member agreement described in the Prospectus under which the Company has the option to repurchase such shares of Common Stock or Other Securities upon the immediate family termination of service of the undersigned, provided that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services;
(Dx) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersignedundersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders;
(Gxi) to a nominee in transactions consisting of shares of Common Stock or custodian such Other Securities that the undersigned may purchase in open market transactions on or after the date set forth on the cover of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F)the Prospectus;
(Hxii) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or the settlement of restricted stock units granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any shares of Common Stock or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement; and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph;
(A) to the Company pursuant to any contractual arrangement that provides for the repurchase purposes of exercising (including for the undersigned’s securities by the Company payment of tax withholdings or remittance payments due as a result of such exercise) on a “net exercise” or “cashless” basis options or other rights to purchase shares of Common Stock and (B) in connection with the termination vesting or settlement of restricted stock units, any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the undersigned’s employment vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other service relationship with equity award plan, which plan is described in the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) Prospectus, provided that any shares of Common Stock acquired by or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned in open market transactions after completion is required to file a report under Section 16(a) of the OfferingExchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph;
(Jxiv) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a change of control of the Common Stock are acquired by a third partyCompany, provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Common Stock and Other Securities in the Company subject to this Letter Agreement shall remain subject to the provisions of this Letter Agreement (for the purposes of this Letter Agreement, “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company); and
(xv) in connection with the conversion or reclassification of the outstanding preferred stock or other classes of common stock of the Company into shares of Common Stock as disclosed in the Prospectus, provided that any such shares of Common Stock received upon such conversion or reclassification shall be subject to the terms of this Letter Agreement; provided that (1) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (x) each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; (2) that in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (x) and (xi) no filing by any party (donor, donee, devisor, devisee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on a Form 5); (3) in the case of any transfer or distribution pursuant to clauses (viii) and (xv) it shall be a condition to such transfer that any required filing under Section 16(a) of the Exchange Act, or other required public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and no other public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition, and (4) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (x), such transfer or distribution shall not involve a disposition for value. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Lockup Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Letter Agreement in substantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. In addition, the restrictions contained in this Letter Agreement shall not apply to the establishment of a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (1) such plan does not provide for the transfer of Common Stock or Other Securities during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such trading plan during the Restricted Period. If the undersigned is an officer or director of the Company, (i) ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement;. The
Appears in 1 contract
Sources: Underwriting Agreement (Oric Pharmaceuticals, Inc.)
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications [CARGO Therapeutics – Testing-the-Waters Presentation] FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. 2023 ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ SECURITIES LLC ▇▇▇▇, ▇▇ ▇▇▇▇▇ LLC ▇▇▇▇▇ AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10179 c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10022 c/▇ ▇▇▇▇▇ and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10022 Re: Ceridian HCM Holding CARGO Therapeutics, Inc. — —- Initial Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer, distribute, cause the disposition of shares of Common Stock or surrender (as the case may be), the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers of shares of Common Stock by will, other testamentary document or intestacy,
(iii) (1) to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), or (2) to any immediate family member,
(Civ) transfers to a corporation, partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership or fund), or (B) as part of a distribution to partners, direct or indirect members, shareholders or other equityholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or other court order,
(viii) to a nominee the Company from an employee of the Company upon death, disability or custodian termination of employment, in each case, of such employee,
(ix) as part of a person or entity to whom a disposition sale or transfer would be permissible under clauses of the undersigned’s Lock-Up Securities acquired (A) through from the Underwriters in the Public Offering or (F);B) in open market transactions after the closing date for the Public Offering,
(Hx) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights; provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement; provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) transfers or dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that provides for the repurchase of the undersigned’s securities by the Company shares of Common Stock in connection with the termination of the undersigned’s employment with or other service relationship with to the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;Company, or
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(Jxii) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above or any required filing on Schedule 13) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii), (x) or (xi) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 FORM OF LOCK[●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Heartflow – Testing-UP AGREEMENT BofA Securitiesthe-Waters Presentation, Inc. dated February 2025 Heartflow – Testing-the-Waters Presentation, dated March 2025 Heartflow – Testing-the-Waters Presentation, dated June 2025 [None.] ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ New York, New York 10179 c/o Morgan ▇▇▇▇, ▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York, New York 10036 c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Minneapolis, MN 55401 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding HeartFlow, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (the “Common Stock”), of the Company (collectively with the common stock of HeartFlow Holding, Inc., the “Securities”). The undersigned, currently an owner of equity interests of HeartFlow Holding, Inc., will become an owner of equity interests of the Company, as the successor entity to HeartFlow Holding, Inc. prior to the completion of the Public Offering. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Securities or any securities convertible into or exercisable or exchangeable for Common Stock Securities (including without limitation, Common Stock Securities or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Securities, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer or dispose of shares of Common Stock the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;gifts or charitable contribution, or for bona fide estate planning purposes,
(Bii) transfers by will or intestacy or any other testamentary document,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a corporation, partnership, limited liability company, investment fund or other entity (A) of shares which the undersigned and/or the immediate family of Common Stock by will, other testamentary document or intestate succession to the undersigned are the legal representativeand beneficial owner of all of the outstanding equity securities or similar interests, heiror (B) controlled by, beneficiary or a member of under common control with, the undersigned or the immediate family of the undersigned;,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control or common investment management with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a disposition, transfer or distribution to limited partners, members or shareholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);separation agreement,
(Hviii) to the Company pursuant to any contractual arrangement that provides for upon death or disability of the repurchase undersigned, or, if the undersigned is an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale or transfer of the undersigned’s securities by Lock-Up Securities acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of agreement or equity awards granted under a court stock incentive plan or regulatory agency having jurisdiction over other equity award plan, each such agreement or plan which is described in the undersigned; andRegistration Statement, the Pricing Disclosure Package and the Prospectus, or
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a)(ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or a filing required pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i), (vii), (viii) and (x), it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 19,450,000 Number of Optional Shares: 3,000,000 Number of Firm Warrants: 20,000,000 Number of Optional Warrants: 3,000,000 Number of Pre-Funded Warrants: 550,000 Public Offering Price per Offered Share and accompanying Offered Warrant: $2.00 Public Offering Price per Pre-Funded Warrant and accompanying Offered Warrant: $1.9999 Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇▇▇▇▇▇▇▇▇ LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders NY 10022 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Biomea Fusion, Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 30 at the close of business 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stockthereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing paragraph shall not apply toundersigned further confirms that it has furnished ▇▇▇▇▇▇▇▇▇ LLC. with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(Aa) transfers transfer or dispose of shares of Common Stock the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts;, or for bona fide estate planning purposes,
(Bii) transfers by will, other testamentary document, or intestacy,
(iii) to any member of shares of Common Stock the undersigned’s immediate family or to a any trust or limited family partnership other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(Civ) transfers to a partnership, limited liability company or other entity of shares of Common Stock by will, other testamentary document or intestate succession to which the legal representative, heir, beneficiary or a member of undersigned and/or the immediate family of the undersigned;undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Dv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity entity, (1A) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned;,
(Gvii) by operation of law, such as pursuant to a nominee qualified domestic order, divorce settlement, divorce decree, separation agreement, or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);other court order,
(Hviii) to the Company pursuant to any contractual arrangement from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that provides for such arrangements are disclosed in the repurchase Prospectus,,
(ix) as part of a sale of the undersigned’s securities by Lock-Up Securities acquired in (1) the Offering or (2) open market transactions after the closing date for the Offering,
(x) to the Company in connection with the termination vesting, settlement, or exercise of the undersigned’s employment restricted stock units, options, warrants or other service relationship with the Company or the undersigned’s failure rights to meet certain conditions set out upon receipt of such securities;
(I) purchase shares of Common Stock acquired (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Restricted Period and if the undersigned is required to file a court report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or regulatory agency having jurisdiction over the undersigned; andwarrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,
(Kxi) in response pursuant to a bona fide third third-party takeover bid tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all the Company’s capital stock involving a Change of Control (as defined below) of the Common Stock are acquired Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a third partyseries of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that if in the event that such tender offer, merger, consolidation or other similar transaction is not completed, any the undersigned’s Lock-Up Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a)(ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i), (vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Firm Shares: 7,717,347 19,866,397 Repurchase Shares: 10,466,397 Public Offering Price Per Share: $56.00 Settlement Date: March 6, 2024 FORM OF LOCK-UP AGREEMENT (SELLING STOCKHOLDER) FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇As Representative of the several Underwriters Listed on Schedule I to the Underwriting Agreement c/o BofA Securities, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Inc. One Bryant Park New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders New York 10036 Ladies and Gentlemen: The undersigned understands that youBofA Securities, Inc., as representative (the several Underwriters“Representative”), propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc.AppLovin Corporation, a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement KKR Denali Holdings L.P. (the “Selling StockholdersStockholder”), providing for the public offering (the “Public Offering”) by the Selling Stockholder to the several Underwriters named in listed on Schedule 1 I to the Underwriting Agreement Agreement, including the Representative (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.01 0.00003 per share, of the Company (the “SecuritiesClass A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of To induce the Underwriters’ agreement Underwriters that may participate in the Offering to purchase and make continue their efforts in connection with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedOffering, the undersigned hereby agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, the undersigned it will not, and will not publicly disclose an intention to, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) and ending 30 days on and including the 60th day after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) Prospectus (such period, the “Restricted Period,” and the date of such prospectus supplement, the “Offering Date”) relating to the Offering, (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, any shares of Class A Common StockStock or Class B common stock, par value $0.01 0.00003 per share par valueshare, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make otherwise, other than any demand for or exercise any right with respect shares of Common Stock sold to the registration Underwriters pursuant to the Underwriting Agreement, if any, or as otherwise provided herein. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The restrictions in the foregoing paragraph shall not apply:
(i) to transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Restricted Period in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions;
(ii) to transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:Stock by will or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian;
(Aiii) to transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift gift, charitable contribution or giftsfor bona fide estate planning purposes;
(Biv) (1) to transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to a an immediate family member or any trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
undersigned (Cfor purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin) or (2) to transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary any security convertible into or a member of the immediate family of the undersigned;
(D) if the undersigned is a corporation, partnership, limited liability company, trust exercisable or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of exchangeable for Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests not involving a change in the undersignedbeneficial ownership;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if such transaction is not completed, any Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement;
Appears in 1 contract
Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of Underwritten Shares: 7,717,347 [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share Written Testing-the-Waters Communications • Annexon TTW presentation FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. 20[🌑] ▇.▇▇ . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇SECURITIES LLC BOFA SECURITIES, ▇▇ INC. ▇▇▇▇▇ AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 0.001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending 30 at the close of business 180 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”) ), (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, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:
(A) transfers of shares of Common Stock as a bona fide gift or gifts;
(B) transfers of shares of Common Stock to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(D) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned;
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned;
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F);
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities;
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering;
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if such transaction is not completed, any Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement;the
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