Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Aquinox Pharmaceuticals, Inc), Underwriting Agreement (Aquinox Pharmaceuticals, Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up SecuritiesSecurities ”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The Lock-Up Period will commence on the date hereof and continue for 90 ninety (90) days after the date hereof or until such earlier date that the Representative consents to in writing. If the Representative, in its sole discretion, agrees to release or waive the restrictions during the Lock-Up Period (as defined in the Lock-Up Agreement) for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.
Appears in 2 contracts
Samples: Underwriting Agreement (Spherix Inc), Underwriting Agreement (Spherix Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with or confidentially submit to the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A1) pursuant the sale of Securities to the Underwriters as contemplated by this Agreement, (B2) the issuance of Securities in connection with the Reorganization Transactions (3) issuances of Lock-Up Securities pursuant to the conversion conversion, exchange or exchange redemption of convertible convertible, exchangeable or exchangeable redeemable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C4) grants of employee stock options or other securities compensatory awards pursuant to the terms of a plan in effect on the date hereof or as otherwise described in the General Disclosure Package or and the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options, options or other compensatory awards (5) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus or (D6) issuances of Lock Lock-Up Securities as consideration for the acquisition of equity interests or securities exercisable forassets of any person, convertible into or exchangeable for Lock the acquiring by the Company by any other manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement relating to such Lock-Up Securities in connection with any acquisitionSecurities, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case (x) no more than an aggregate of clause (D), that such issuances shall not be greater than 10% of the total outstanding number of shares of the Company Company’s capital stock outstanding immediately following after the initial closing hereunder issuance and sale of the recipients Offered Securities pursuant to this Agreement are issued and (y) prior to the issuance of such Lock Up Securities agree shares of the Company’s capital stock, each recipient of such shares agrees in writing to be bound by subject to the “lock-up” described in this Section 5(k)(i) for the remaining term of the Lock-Up Period. The Company shall not make a lockup letter public announcement or make any public filing with the Commission in connection with the form executed by directorsactions described in clauses (1) and (2) above without prior consent of the Representatives. Further, officers if the Company is required to file a registration statement with the Commission in connection with an action described in clauses (1), (2) and shareholders pursuant (6) above, the Company shall provide the Representatives with notice of such filing at least three business days prior to Section 7(i) hereofsuch filing. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Brigham Minerals, Inc.), Underwriting Agreement (Brigham Minerals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative; provided, except (A) pursuant to this Agreementhowever, (Bx) issuances of the Company may sell the Lock-Up Securities pursuant to this Agreement, and (y) the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, Company may issue Lock-Up Securities (C1) grants of employee stock options or other securities pursuant to the terms of a stock plan in effect on the date hereof or and as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities and (2) pursuant to the exercise or conversion of such any warrants, stock options, or other convertible or exchangeable securities of the Company, in each case outstanding as of the date hereof in accordance with their terms as in effect on the date hereof and as described in the General Disclosure Package (such equity holders in (1) and (D2) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (Dabove being hereinafter referred to as “Equity Holders”), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 one hundred eighty (180) days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Compuware Corp), Underwriting Agreement (Covisint Corp)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its the Securities or any securities convertible into or exchangeable or exercisable for any of its the Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with or confidentially submit to the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeUnderwriter, except (A1) pursuant the sale of Securities to the Underwriter as contemplated by this Agreement, (B2) issuances of Lock-Up Securities pursuant to the conversion conversion, exchange or exchange redemption of convertible convertible, exchangeable or exchangeable redeemable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C3) grants of employee stock options or other securities compensatory awards pursuant to the terms of a plan in effect on the date hereof or as otherwise described in the General Disclosure Package or and the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such optionsoptions or other compensatory awards, (4) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus or (D5) issuances of Lock Lock-Up Securities as consideration for the acquisition of equity interests or securities exercisable forassets of any person, convertible into or exchangeable for Lock the acquiring by the Company by any other manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement relating to such Lock-Up Securities in connection with any acquisitionSecurities, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case (x) no more than an aggregate of clause (D), that such issuances shall not be greater than 10% of the total outstanding number of shares of the Company Company’s capital stock outstanding immediately following after the initial closing hereunder sale of the Offered Securities pursuant to this Agreement are issued and (y) prior to the recipients issuance of such Lock Up Securities agree shares of the Company’s capital stock, each recipient of such shares agrees in writing to be bound by subject to the “lock-up” described in this Section 5(j) for the remaining term of the Lock-Up Period. The Company shall not make a lockup letter public announcement or make any public filing with the Commission in connection with the form executed by directorsactions described in clause (1) above without prior consent of the Underwriter. Further, officers if the Company is required to file a registration statement with the Commission in connection with an action described in clauses (1) and shareholders pursuant (5) above, the Company shall provide the Underwriter with notice of such filing at least three business days prior to Section 7(i) hereofsuch filing. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative Underwriter consents to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Brigham Minerals, Inc.), Underwriting Agreement (Brigham Minerals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises, other than broker-assisted cashless exercises) or the exercise of warrants or options, in each case outstanding on the date hereof, (CD) grants of employee stock options the sale or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities in connection with a debt or credit financing facility or equipment leasing arrangement; provided, that the aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to the exercise of such options, and this clause (D) issuances shall not exceed 2.5% of Lock Up the total number of shares of the Company’s Securities issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, (E) the sale or securities exercisable for, convertible issuance of or entry into an agreement to sell or exchangeable for Lock issue Lock-Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, licensing property or other assets, (3) joint venture ventures, (4) strategic alliances or strategic transaction involving (5) any bona fide commercial or licensing arrangement with the Company; provided provided, that in the aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case of may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (D), that such issuances E) shall not be greater than exceed 10% of the total outstanding number of shares of the Company Company’s Securities issued and outstanding immediately following the initial closing hereunder completion of the transaction contemplated by this Agreement, or (F) the issuance of the Offered Securities, provided in the case of clauses (B), (C), (D) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, executive officers and shareholders certain stockholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Achaogen Inc), Underwriting Agreement (Achaogen Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its the Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofRepresentatives. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing. The restrictions set forth in this Section 5(k) shall not apply to: (A) the sale of Offered Securities to the Underwriters; (B) grants of employee or non-employee director stock options or restricted stock or restricted stock units in the ordinary course of business and in accordance with the terms of a stock plan existing on the Closing Date and described in the General Disclosure Package; (C) the issuance of Securities upon the exercise of an option or warrant or the conversion of a security granted under employee or non-employee director stock plans existing on or otherwise outstanding on the Closing Date and described in the General Disclosure Package; (D) the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of a stock plan in effect on the Closing Date and described in the General Disclosure Package; (E) the registration of Securities pursuant to the terms of registration rights granted in connection with the Company’s initial public offering or (F) the issuance of shares of common stock of the Company upon the conversion of any of the Company’s 2.625% convertible senior notes due 2019 outstanding on the Closing Date.
Appears in 2 contracts
Samples: Underwriting Agreement (Cobalt International Energy, Inc.), Underwriting Agreement (Cobalt International Energy, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives; provided, except however, that the Company may (A1) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant file a registration statement on Form S-8 with respect to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, Company’s 2009 Equity Incentive Plan (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or and the Final Prospectus or issuances Prospectus) and grant Common Stock-based awards to the Company’s directors under such Plan in the ordinary course consistent with past practice , (2) issue shares of Lock-Up Securities pursuant to Common Stock upon the exercise of such options, currently outstanding redeemable warrants to purchase an aggregate of 33,249,000 shares of Common Stock (as described in the General Disclosure Package and the Prospectus) and (D3) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding issue and sell shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofits dividend reinvestment and direct share purchase plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Two Harbors Investment Corp.), Underwriting Agreement (Two Harbors Investment Corp.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 105% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 2 contracts
Samples: Underwriting Agreement (Xencor Inc), Underwriting Agreement (Xencor Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeUnderwriter, except (A) pursuant to this Agreement, (B) issuances of Lock-Up any Securities pursuant to issued by the conversion or exchange of convertible or exchangeable securities or Company upon the exercise of warrants an option or options, in each case warrant or the conversion of a security outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as and described in the General Disclosure Package or and the Final Prospectus Prospectus, including shares of Class B common stock held by the Selling Stockholders, (B) any Securities issued or issuances of Lock-Up options to purchase Securities granted pursuant to existing equity incentive plans or employee benefit plans of the exercise of such optionsCompany that are described in the General Disclosure Package and the Final Prospectus, and (C) any Securities issued pursuant to any non-employee director stock plan or (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection any registration statement on Form S-8 under the Act with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving respect to the Company; provided that in the case of clause foregoing clauses (DB) and (C), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Underwriter waives, in writing, such extension. The Company will provide the Underwriter notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Nexstar Broadcasting Group Inc), Underwriting Agreement (Nexstar Broadcasting Group Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement arrangement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse, except (A) issuances of Securities pursuant to this Agreementthe exercise of options outstanding on the date hereof, (B) grants, offers, sales, or issuances of Lock-Up Securities (including grants of restricted Securities) or options to acquire Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, an employee benefit plan in each case outstanding effect on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) the filing of any registration statement on Form S-8 (including a reoffer prospectus prepared in accordance with Part I of Form S-3) relating to securities described in clauses (A), (B), or (C) above, and (E) offers, sales and issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than up to 10% of the total Securities outstanding at the time of the issuance as consideration or partial consideration for acquisitions of businesses and provided, further, that the recipients receiving common stock in connection with such acquisitions agree in writing with the Representatives to the restrictions in Exhibit C hereto and represent to the Representatives that they have not transferred to another, in whole or in part, any economic consequence of ownership of such shares of common stock prior to the Company immediately following the initial closing hereunder and the recipients consummation of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofacquisition. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Deltek, Inc), Underwriting Agreement (Deltek, Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Shares to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up Securities restricted shares of Common Stock or options to acquire Common Stock pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Common Stock pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up Securities any Common Stock or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionCommon Stock as consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Common Stock or securities convertible into or exchangeable for Common Stock pursuant to this clause (D), ) agrees that all such issuances shall not be greater than 10% of the total outstanding shares of Common Stock remain subject to restrictions substantially similar to those contained in this paragraph (k); (E) the Company immediately following purchase or sale of Common Stock or securities convertible into or exchangeable for Common Stock pursuant to a plan, contract or instruction that satisfies the initial closing hereunder and requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders date hereof; or (F) transactions pursuant to Section 7(i5(n) hereofbelow. The initial Lock-Up Period will commence on the date hereof and continue for 90 days three (3) months after the date hereof or until such earlier date that the Representative consents to in writing. If the Representative, in its sole discretion, agrees to release or waive the restrictions during the Lock-Up Period for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.
Appears in 1 contract
Restriction on Sale of Securities. For During each period commencing on the period specified below date on which the Company indicates its acceptance of a Transaction Notice pursuant to Section 3(a) hereof and ending on the close of business on the 90th day after the Settlement Date for the transaction contemplated in such Transaction Notice in which the Manager is acting as sales agent (the “Lock-Up Period”), without the prior written consent of the Manager, the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Ordinary Shares, ADSs or any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares or ADSs (the “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except Manager; provided that the foregoing restriction shall not apply to (A) pursuant to this Agreement, (Ba) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Cb) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or and issuances of Lock-Up Securities pursuant to the exercise of such options, and (Dc) issuances issuance of Lock Lock-Up Securities or securities exercisable forthat are not, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionand will not be, collaboration, merger, licensing or other joint venture or strategic transaction involving registered under the Company; provided that in Act during the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period will commence to Hanwha Chemical Corporation or any of its subsidiaries or other strategic investors in exchange for each investment to be made by such investors in the Company (the “Investments”); and (d) to other existing shareholders of the Company as required under shareholder rights agreements in effect on the date hereof and continue for 90 days after as a result of the date hereof or until such earlier date that the Representative consents to in writingInvestments.
Appears in 1 contract
Samples: Distribution Agency Agreement (Hanwha SolarOne Co., Ltd.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant to this AgreementUnderwriter; provided that the foregoing restrictions shall not apply to, (Bi) issuances of Lock-Up the Offered Securities pursuant to the conversion or exchange of convertible or exchangeable securities or offered hereby, (ii) any Securities issued by us upon the exercise of warrants an option or options, in each case warrant or the conversion of a security outstanding on the date hereof, (Ciii) grants of employee stock any Securities issued or options or other securities to purchase Securities granted pursuant to existing employee benefit plans as disclosed in the General Disclosure Package, (iv) issuances to employees under the terms of a the employee stock purchase plan in effect on the date hereof or as described disclosed in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such optionsPackage, and (Dv) issuances of Lock Up any Securities issued pursuant to any non-employee director stock plan or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that dividend reinvestment plan as disclosed in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofGeneral Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative Underwriter consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Aa) for the offer and sale of Lock-Up Securities pursuant to this Agreement, (Bb) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Cc) grants of employee stock options options, restricted stock units or other securities equity based awards pursuant to the terms of a plan or similar arrangement in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or hereof, (d) issuances of Lock-Up Securities pursuant to the exercise of such options, and restricted stock units or equity awards or (De) sales or issuances of Lock Lock-Up Securities required or securities exercisable for, convertible into directed by any governmental or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofregulatory authority. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to shares of its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, ; (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, ; (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, ; (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant the issuance by the Company of the Offered Securities to this Agreement, be sold hereunder or any Underlying Shares issued upon conversion thereof; (B) entry into the Call Spread Confirmations and the Company’s performance thereunder or the Company’s performance under the Convertible Note Hedge Confirmations and Warrant Confirmations entered into in connection with the offering of the Offered Securities; (C) the issuances of shares of Common Stock upon the conversion of any of the Company’s outstanding 4.00% convertible senior notes due 2023 (the “2023 Notes”); (D) the issuance by the Company of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants an option or optionswarrant, in each case the vesting or settlement of any restricted stock units or other equity compensation awards or the conversion of a security outstanding on the date hereof; (E) the grant of options, (C) grants restricted stock units or other equity compensation awards, including any time-based or performance-based awards, or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company in each case pursuant to equity incentive, stock option, inducement award and employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as purchase plans described in the General Disclosure Package or and the Final Prospectus or issuances Offering Memorandum, and the issuance by the Company of any Lock-Up Securities pursuant to upon the exercise exercise, vesting or settlement of such options, and equity compensation awards; (DF) the filing of any registration statement on Form S-8 in respect of any equity compensation plans or arrangements maintained by the Company; or (G) the issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities shares of Common Stock in connection with any acquisition, collaboration, merger, licensing repurchases or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% exchanges of the total outstanding shares 2023 Notes. The Company will not at any time directly or indirectly, take any action referred to in clauses (i) through (v) above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree Act to cease to be bound applicable to the offer and sale of the Offered Securities by a lockup letter in the form executed by directors, officers and shareholders pursuant Company to Section 7(i) hereofthe several Purchasers. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days three (3) months after the date hereof or until such earlier date that the Representative consents to in writing. If the Representative, in its sole discretion, agrees to release or waive the restrictions during the Lock-Up Period for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Underwriting Agreement (Spherix Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section 5(k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(i) hereof. The Lock-Up Period will commence on a plan, contract or instruction that satisfies the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.requirements of
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), neither the Company will notnor any officer or director will, directly or indirectly, take any of the following actions with respect to its Securities the Common Stock or any securities convertible into or exchangeable or exercisable for any shares of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of the Securities to this Agreement, the Purchasers; (B) issuances the issuance of Lock-Up Securities restricted Common Stock or options to acquire Common Stock pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the Pricing Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Common Stock pursuant to valid exercises of options, warrants or options, in each case rights outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up Securities any Common Stock or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionCommon Stock as consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in the case each recipient of Common Stock pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days two months after the date hereof or until such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. Notwithstanding the foregoing, during the Lock-Up Period, the Company may close any offering or offerings of its securities (the “Subsequent Offering”) at a price or prices that equal or exceed 115% of the price at which the Representative sells the Shares in the Offering provided that (1) any Subsequent Offering will not exceed the aggregate amount raised in the Offering and (2) such Subsequent Offering will not occur until at least 30 days after the Closing Date.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. LLC (the “Relevant Representatives”), except (A) pursuant to this Agreement, (B) issuances the issuance by the Company of the Lock-Up Securities to be sold hereunder, and the issuance by the Company of any Underlying Securities upon conversion of the Securities in accordance with the terms thereof, or (B) the issuance by the Company of the Shares to be sold pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on underwriting agreement dated the date hereofhereof among the Company and the Common Stock Underwriters, (C) the issuance by the Company of any Securities constituting the stock consideration (the “Stock Consideration”) in connection with the Company’s acquisition (the “Acquisition”) of all outstanding capital stock of Reverse Mortgage Solutions, Inc. (including the filing by the Company of a resale shelf registration statement covering any sales by the sellers in the Acquisition of all or part of the Stock Consideration), (D) grants by the Company of employee stock options options, restricted stock units, restricted stock or other securities stock-based awards pursuant to the terms of a any employee or director equity compensation or incentive plan, stock ownership or purchase plan or dividend reinvestment plan in effect on the date hereof or as and described in the General Disclosure Package and the Final Prospectus, (E) the issuance by the Company of any Securities upon the exercise or vesting of any stock options, restricted stock units, restricted stock or other stock-based awards issued pursuant to plans disclosed in the General Disclosure Package or Final Prospectus or issuances outstanding as of Lock-Up the date hereof, (F) the issuance by the Company of Securities pursuant to as consideration for the exercise acquisition of such options, and one or more strategic businesses (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving than the Company; provided that in the case of clause (DAcquisition), provided that such issuances shall not be greater than not, in the aggregate, exceed 10% of the total outstanding number of shares of Securities outstanding on the Company immediately following the initial closing hereunder date hereof, and provided that the recipients of such Lock Up Securities agree shall have executed a lock-up agreement with terms substantially the same as the terms of this Section 5(k), or (G) the issuance by the Company of Securities to be bound by a lockup letter registered pursuant to any registration statement on Form S-8 pursuant to any benefit plans or arrangements in effect on the date of hereof and described in the form executed by directors, officers General Disclosure Package and shareholders pursuant to Section 7(i) hereofthe Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Relevant Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Relevant Representatives waive, in writing, such extension. The Company will provide the Relevant Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Investment Management Corp)
Restriction on Sale of Securities. For a period of 60 days after the period specified below (the “Lock-Up Period”)date hereof, the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, take any of the following actions with respect to its Securities any unsecured debt securities marketed pursuant to Rule 144A or on a public basis, issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (other than mortgage-backed securities, or any securities convertible into or exchangeable or exercisable for any of its Securities debt securities) (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative. The Company will not, except at any time, directly or indirectly, take any action referred to in clauses (Ai) pursuant through (v) above with respect to this Agreementany securities under circumstances where such offer, (Bsale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) issuances of Lock-Up the Securities pursuant Act or the safe harbor of Rule 144A or Regulation S thereunder to cease to be applicable to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, offer and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writingOffered Securities.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) – (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsvesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (CD) grants the issuance of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or Offered Securities and (E) issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Lock-Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction or any debt financing transaction involving the Company; provided that in the case of clause (DE), that such issuances shall not be greater than 105% of the total outstanding shares of common stock of the Company immediately following the initial closing hereunder completion of this offering of Offered Securities and, in the cases of clauses (B) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its the Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofRepresentatives. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing. The restrictions set forth in this Section 5(k) shall not apply to: (A) the sale of Offered Securities to the Underwriters; (B) grants of employee or non-employee director stock options or restricted stock or restricted stock units in the ordinary course of business and in accordance with the terms of a stock plan existing on the Closing Date and described in the General Disclosure Package; (C) the issuance of Securities upon the exercise of an option or warrant or the conversion of a security granted under employee or non-employee director stock plans existing on or otherwise outstanding on the Closing Date and described in the General Disclosure Package; (D) the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of a stock plan in effect on the Closing Date and described in the General Disclosure Package; or (E) the registration of Securities pursuant to the terms of registration rights granted in connection with the Company’s initial public offering.
Appears in 1 contract
Samples: Underwriting Agreement (Cobalt International Energy, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities any shares of Common Stock or any other securities of the Company convertible into or exchangeable or exercisable for any of its Securities shares of common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) grants of employee stock options pursuant to this Agreementthe terms of a plan in effect on the date hereof, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange exercise of convertible or exchangeable securities such options or the exercise of warrants or options, in each case any other employee stock options outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise Company’s dividend reinvestment and direct stock purchase plan, employee stock purchase plan, director and executive compensation plans (including deferred compensation plans) and other employee benefits plans and the grant of options or other equity awards under any such options, director and executive compensation plans or (D) issuances transactions under or pursuant to the Forward Sale Agreement, including the issuance and transfer of Lock Up Securities shares of Common Stock to the Forward Purchaser pursuant hereto, and transactions under or securities exercisable for, convertible pursuant to any existing forward sale agreements entered into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in ’s equity distribution agreement dated April 23, 2021, including the case issuance and transfer of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of Common Stock to the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofapplicable forward purchasers thereto. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (CD) grants the issuance of employee stock options the Offered Securities, (E) the entry into any agreement providing for the issuance by the Company of Lock-Up Securities in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, intellectual property or other securities assets of any person or entity or pursuant to an employee benefit plan assumed by the terms Company in connection with any such acquisition, and the issuance of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of any Lock-Up Securities pursuant to any such agreement or (y) the exercise entry into any agreement relating to a joint venture, licensing transaction, collaboration or other strategic transaction; provided, that the aggregate number of such options, and (D) issuances of Lock Lock-Up Securities that the Company may sell or securities exercisable for, convertible into issue or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing agree to sell or other joint venture or strategic transaction involving the Company; provided that in the case of issue pursuant to this clause (D), that such issuances shall E) may not be greater than 10exceed 5.0% of the total outstanding shares of capital stock of the Company immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement; and provided in the case of clauses (B), (C) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders stockholders pursuant to Section 7(i7(g) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except the Company may (A1) issue and sell Lock-Up Securities that are Offered Securities pursuant to this Agreement, (B2) issuances of issue Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described or disclosed in the General Disclosure Package, (C3) grants of employee stock options or other securities grant Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof (an “Existing Plan”) and described or as described disclosed in the General Disclosure Package or the Final Prospectus or issuances of Package, (4) issue Lock-Up Securities pursuant to the exercise of such optionsthe Lock-Up Securities granted under an Existing Plan and described or disclosed in the General Disclosure Package, (5) file with the Commission one or more registration statements on Form S-8 registering the Lock-Up Securities issuable under an Existing Plan and (D6) issuances issue any shares of Lock Up Securities common stock of the Company to one or securities exercisable for, convertible into or exchangeable for Lock Up Securities more counterparties in connection with the consummation a strategic partnership, joint venture, collaboration or the acquisition or license of any acquisition, collaboration, merger, licensing business products or other joint venture or strategic transaction involving the Companytechnology; provided that in the case of clause that, with respect to subsection (D6), that such issuances (x) the sum of the aggregate number of shares of common stock of the Company so issued shall not be greater than 10% exceed five percent (5%) of the total outstanding shares of common stock of the Company immediately following the initial closing hereunder completion of this offering of Offered Securities and (y) prior to the recipients issuance of such Lock Up Securities agree shares each recipient of such shares enters into a lock-up agreement to be bound agreed to by a lockup letter in the form executed Representatives that is substantially similar to the lock-up agreements signed by directors, the Company’s executive officers and shareholders directors pursuant to Section 7(i7(h) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities ordinary shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its Securities ordinary shares or ADSs (“Lock-Up Securities”): (i) offer, sellpledge, issue, sell, contract to sell, pledge sell or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to A) the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent sale and transfer of the Representative, except (A) pursuant to Offered Securities in this Agreementoffering, (B) issuances the issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities ordinary shares or the exercise grant of warrants or options, in each case outstanding options to purchase ordinary shares under the Company’s share incentive plans existing on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on issuance by the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances Company of Lock-Up Securities pursuant to upon the exercise of such options, an option or a warrant or the conversion of a security outstanding on the date hereof of and (D) issuances the establishment of Lock Up Securities a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or securities exercisable forADSs, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in (a) such plan does not provide for the case transfer of clause Lock-up Securities during the Lock-up Period and (D)b) to the extent a public announcement or filing under the Exchange Act, that such issuances shall not be greater than 10% if any, is required of or voluntarily made by or on behalf of the total outstanding shares of undersigned or the Company immediately following regarding the initial closing hereunder and the recipients establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Lock-up Securities may be made under such plan during the Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofPeriod. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (HUYA Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except the Company may (A1) issue and sell Lock-Up Securities that are Offered Securities pursuant to this Agreement, (B2) issuances of issue Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described or disclosed in the General Disclosure Package, (C3) grants of employee stock options or other securities grant Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof (an “Existing Plan”) and described or as described disclosed in the General Disclosure Package or the Final Prospectus or issuances of Package, (4) issue Lock-Up Securities pursuant to the exercise of such optionsthe Lock-Up Securities granted under an Existing Plan and described or disclosed in the General Disclosure Package, (5) file with the Commission one or more registration statements on Form S-8 registering the Lock-Up Securities issuable under an Existing Plan and (D6) issuances issue any shares of Lock Up Securities common stock of the Company to one or securities exercisable for, convertible into or exchangeable for Lock Up Securities more counterparties in connection with the consummation a strategic partnership, joint venture, collaboration or the acquisition or license of any acquisition, collaboration, merger, licensing business products or other joint venture or strategic transaction involving the Companytechnology; provided that in the case of clause that, with respect to subsection (D6), that such issuances (x) the sum of the aggregate number of shares of common stock of the Company so issued shall not be greater than 10% exceed five percent (5%) of the total outstanding shares of common stock of the Company immediately following the initial closing hereunder completion of this offering of Offered Securities and (y) prior to the recipients issuance of such Lock Up Securities agree shares each recipient of such shares enters into a lock-up agreement to be bound agreed to by a lockup letter in the form executed Representatives that is substantially similar to the lock-up agreements signed by directors, the Company’s executive officers and shareholders directors pursuant to Section 7(i7(g) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this subsection (k) shall not apply to (A) pursuant the sale of Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the Pricing Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waive, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions during the Lock-Up Period for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Underwriting Agreement (NovaBay Pharmaceuticals, Inc.)
Restriction on Sale of Securities. (i) For the period specified below (the “Lock-Up Period”), neither the Company will notnor XXXX XX will, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except for (A1) pursuant to this Agreementthe issuance, (B) issuances transfer or exchange of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or Corporate Reorganization described in the exercise of warrants or optionsRegistration Statement, in each case outstanding on the date hereofGeneral Disclosure Package and the Final Prospectus, (C2) the Offered Securities to be sold hereunder, (3) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or hereof, (4) issuances of Lock-Up Securities pursuant to the exercise of such optionsoptions or the exercise of any other employee stock options outstanding on the date hereof, (5) the filing of a registration statement on Form S-8 (or any successor form) in connection with the registration of Securities issuable under any employee performance incentive plan adopted and approved by the Company’s Board of Supervisory Directors and/or managing directors, (6) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities, provided that such plan does not provide for the transfer of Securities during the Lock-Up Period and to the extent a public announcement or filing under the Exchange Act (or the equivalent thereof in any non-U.S. jurisdiction), if any, is required or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period and (D7) issuances the sale or issuance of Lock Up or entry into an agreement to sell or issue Securities or securities exercisable for, convertible into or exchangeable exercisable for Lock Up Securities in connection with any acquisitionmergers; acquisition of securities, collaborationbusinesses, mergerproperty, licensing technologies or other assets; joint venture ventures; strategic alliances, commercial relationships or strategic transaction involving other collaborations; or the Companyassumption of employee benefit plans in connection with mergers or acquisitions; provided that in the aggregate number of Securities or securities convertible into or exercisable for Securities (on an as-converted or as-exercised basis, as the case of may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (D), that such issuances 7) shall not be greater than exceed 10% of the total number of Securities issued and outstanding shares of the Company immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement (determined on a fully diluted basis and as adjusted for stock splits, stock dividends and other similar events after the recipients date hereof); and provided further, that each recipient of Securities or securities convertible into or exercisable for Securities pursuant to this clause (7) shall, on or prior to such Lock Up Securities agree to be bound by issuance, execute a lockup letter lock-up agreement substantially in the form executed by directors, officers and shareholders pursuant of Exhibit F hereto with respect to Section 7(i) hereofthe remaining portion of the Lock-Up Period. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 105% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i6(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative Leerink consents to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Xencor Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to shares of its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant the issuance by the Company of the Lock-Up Securities to this Agreementbe sold hereunder, (B) issuances the issuance by the Company of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants an option or optionswarrant, in each case the vesting or settlement of any restricted stock units or other equity compensation awards or the conversion of a security outstanding on the date hereof, ; (C) grants the grant of options, restricted stock units or other equity compensation awards, or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company in each case either (x) pursuant to equity incentive, stock option, inducement award and employee stock options purchase plans described in the Final Prospectus or other securities (y) as an inducement grant within the meaning of NASDAQ Rule 5635(c)(4) consistent with past practice, and the issuance by the Company of any Lock-Up Securities upon the exercise, vesting or settlement of such equity compensation awards; or (D) the filing of any registration statement (x) on Form S-8 in respect of any equity compensation plans or arrangements maintained by the Company or (y) that the Company is contractually obligated to file pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such optionsthose certain Purchase Agreements, and (D) issuances of Lock Up Securities or securities exercisable foreach dated December 30, convertible into or exchangeable for Lock Up Securities in connection with any acquisition2008, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of between the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofinvestors named therein. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, Credit Suisse except (Ai) to the Underwriters pursuant to this Agreement, (Bii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and disclosed in the Registration Statement, General Disclosure Package and Final Prospectus and (Ciii) grants of employee stock options or other securities in the ordinary course pursuant to the terms of a plan in effect on the date hereof or as described and disclosed in the Registration Statement, General Disclosure Package or the and Final Prospectus or and issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse, except (Aa) grants of employee stock options, restricted stock units, restricted stock or other equity-based awards in the ordinary course of business pursuant to this Agreementthe terms of an employee benefit plan or similar arrangement described in the General Disclosure Package and the Final Prospectus in effect on the date hereof, (Bb) issuances of Lock-Up Securities pursuant to the conversion exercise or exchange vesting of convertible or exchangeable securities or the exercise of warrants or such options, in each case outstanding on the date hereofrestricted stock units or equity awards, (Cc) grants the filing of employee stock options or other securities any registration statement required to be filed during the Lock-Up Period pursuant to the terms of a plan Reg Rights Agreement or (d) as set forth in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofRuling. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Bonanza Creek Energy, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises, other than broker-assisted cashless exercises) or the exercise of warrants or options, in each case outstanding on the date hereof, (CD) grants of employee stock options the sale or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities in connection with a debt or credit financing facility or equipment leasing arrangement; provided, that the aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to the exercise of such options, and this clause (D) issuances shall not exceed 2.5% of Lock Up the total number of shares of the Company’s Securities issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, (E) the sale or securities exercisable for, convertible issuance of or entry into an agreement to sell or exchangeable for Lock issue Lock-Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, licensing property or other assets, (3) joint venture ventures or (4) strategic transaction involving alliances; provided, that the Company; provided that in aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case of may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (D), that such issuances E) shall not be greater than exceed 10% of the total outstanding number of shares of the Company Company’s Securities issued and outstanding immediately following the initial closing hereunder completion of the transaction contemplated by this Agreement, or (F) the issuance of the Offered Securities, provided in the case of clauses (B), (C), (D) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders stockholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement arrangement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Ai) pursuant to this Agreementthe grant by the Company of stock options, (B) issuances of Lockstock appreciation rights, restricted stock, restricted stock units or other stock-Up Securities based awards pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or Company's 2007 Equity Incentive Plan as described in this Final Prospectus, provided that such stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards do not become exercisable or vest during such 90-day period, (ii) the General Disclosure Package issuance by the Company of up to 10% of the Securities outstanding as of the time of the offering or as reported in the Company's most recent periodic or annual report as consideration or partial consideration for the acquisition of another corporation or entity or the Final Prospectus acquisition of assets or properties of any such corporation or entity, so long as each of the recipients of the Securities agrees in writing to be bound by the restrictions described in this paragraph for the remainder of such 90-day period, (iii) issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances options outstanding on the date hereof pursuant to the terms of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities the plan discussed in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(ii) hereofabove. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof of the commencement of the public offering of the Offered Securities or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided, however, that the Lock-Up Period will not be extended pursuant to this proviso at any time at which the Securities of the Company are "actively traded securities," as defined in Regulation M under the Exchange Act, and research reports under Rule 139 of the Securities Act may otherwise be issued with respect to the Company. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up Securities restricted Common Stock or options to acquire Common Stock pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Common Stock pursuant to valid exercises of options, warrants or options, in each case rights outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up Securities any shares of Common Stock or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionCommon Stock as consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in (x) the case aggregate number of shares issued pursuant to this clause (D), that such issuances ) shall not be greater than 10exceed 5.0% of the total number of outstanding shares of the Company Common Stock immediately following the initial closing hereunder issuance and sale of the recipients Offered Securities on the Closing Date and (y) each recipient of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders securities pursuant to Section 7(ithis clause (D) hereofagrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k). The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Ordinary Shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares or ADSs (the “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of the Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase the Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of the Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to the Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except Representatives. The foregoing restrictions shall not apply to (A) pursuant to this Agreementthe issuance of Ordinary Shares represented by the Offered Securities and the sale of the Offered Securities hereunder, (B) issuances the grants of Lockequity-Up Securities based awards pursuant to the conversion or exchange terms of convertible or exchangeable securities or the exercise Company’s existing share incentive plan within the number of warrants or options, in each case outstanding on options authorized for grant as of the date hereof, (C) grants the issuance of employee stock Ordinary Shares upon exercise of options or other securities pursuant to vesting of restricted shares that have been previously granted and are outstanding as of the terms date hereof, (D) the filing of a registration statement on Form S-8 in connection with the registration of Ordinary Shares issuable under the Company’s existing share incentive plan in effect on the date hereof or as described disclosed in the Registration Statement, General Disclosure Package or and Final Prospectus, and the Final Prospectus or issuances issuance of Ordinary Shares pursuant to an acquisition approved by the Board of Directors of the Company, provided that the recipient of such Ordinary Shares shall have entered into a lock-up agreement pursuant to Section 7(n) for the remaining Lock-Up Securities pursuant to Period and no registration statement under the exercise of such options, and (DAct or report under Section 13(d) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares Exchange Act shall be filed during the Lock-Up Period as a result of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofissuance. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof hereof; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until such earlier the expiration of the 18-day period beginning on the date that of release of the Representative consents to earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Global Education & Technology Group LTD)
Restriction on Sale of Securities. For the period specified below (of 60 days after the “Lock-Up Period”)date hereof, the Company will not, directly or indirectly, take any of the following actions with respect to shares of its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (ia) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii; b) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii; c) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv; d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (ve) confidentially submit or file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant the issuance by the Company of the Offered Securities to this Agreement, be sold hereunder or any Underlying Shares issued upon conversion thereof; (B) issuances the entry into, performance of its obligations under and/or termination of the Capped Call Confirmations or the capped call confirmations entered into in connection with the issuance of the Company’s 0% Convertible Senior Notes due 2026; (C) the issuance by the Company of Lock-Up Securities pursuant to upon the exercise or vesting of an option or restricted stock unit or the conversion or exchange of convertible or exchangeable securities or the exercise outstanding as of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as this Agreement and described in the General Disclosure Package or Final Offering Circular; (D) the Final Prospectus issuance, grant or issuances award by the Company of Lock-Up Securities pursuant to the exercise Company’s stock plans, equity incentive plans, employee stock purchase plans that are described in the General Disclosure Package or Final Offering Circular; (E) the issuance by the Company of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Lock-Up Securities in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, collaborationand the issuance of any such Lock-Up Securities pursuant to any such agreement, merger, licensing or other joint venture or strategic transaction involving (ii) the Company’s joint ventures, equipment leasing arrangements, debt financings, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 10% of the total number of shares of Common Stock outstanding immediately following the issuance of the Firm Securities on the Closing Date; or (F) the filing of any registration statement on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to the Company’s stock plans, equity incentive plans or employee stock purchase plans that are described in the General Disclosure Package or Final Offering Circular or any assumed employee benefit plan contemplated by clause (E); and provided further, that in the case of clause (DE), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients (i) each recipient of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period Securities shall execute and deliver to you, on or prior to the issuance of such Lock-Up Securities, a lock-up agreement substantially to the effect set forth in Exhibit A hereto and (ii) the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such Lock-Up Securities, which the Company agrees it will commence on not waive or amend without the date hereof and continue for 90 days after prior written consent of the date hereof Representatives. Notwithstanding the foregoing, the Company will not at any time directly or until such earlier date that the Representative consents indirectly, take any action referred to in writingclauses (A) through (F) above with respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act to cease to be applicable to the offer and sale of the Offered Securities by the Company to the several Purchasers.
Appears in 1 contract
Samples: Purchase Agreement (Sunrun Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except issuances of (Ai) pursuant the Securities to this Agreementbe sold hereunder, (Bii) issuances any Lock-Up Securities issued upon the exercise of options or the conversion of a security outstanding on the date hereof and described in the General Disclosure Package, (iii) the grant of options or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, employee benefit plans in each case outstanding effect on the date hereofhereof and described in the General Disclosure Package, (Civ) grants the filing by the Company of employee stock options a registration statement with the Commission on Form S-8 or other securities an amendment to any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award pursuant to the terms of a an employee benefit plan in effect on the date hereof or as and described in the General Disclosure Package or (v) the Final Prospectus sale or issuances issuance of or entry into an agreement to sell or issue Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, licensing properties or other assets, (3) joint venture ventures, or (4) strategic transaction involving alliances; provided, that the Company; provided that in aggregate number of Securities or securities convertible into or exercisable for Securities (on an as-converted or as-exercised basis, as the case of may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (D), that such issuances v) shall not be greater than 10exceed 5% of the total outstanding number of shares of the Company Securities issued and outstanding immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement; and the recipients provided further, that each recipient of such Lock Up Securities agree or securities convertible into or exercisable for Securities pursuant to be bound by this clause (v) shall execute and deliver a lockup letter lock-up agreement in the form executed by directors, officers and shareholders pursuant of Exhibit A hereto on or prior to Section 7(i) hereofsuch issuance. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Alder Biopharmaceuticals Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as that is described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such optionssecurities, (D) the exchange of certain shares of Common Stock for pre-funded warrants, as described in the General Disclosure Package, and (DE) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (DE), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders founders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Neoleukin Therapeutics, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to shares of its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant the issuance by the Company of the Lock-Up Securities to this Agreementbe sold hereunder, (B) issuances the issuance by the Company of Lock-Up Securities upon the exercise of an option or warrant, the vesting or settlement of any restricted stock units or other equity compensation awards or the conversion of a security outstanding on the date hereof; (C) the grant of options, restricted stock units or other equity compensation awards, including any time-based or performance-based awards, or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company in each case either (x) pursuant to equity incentive, stock option, inducement award and employee stock purchase plans described in the Final Prospectus or (y) as an inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Stock Market LLC consistent with past practice, and the issuance by the Company of any Lock-Up Securities upon the exercise, vesting or settlement of such equity compensation awards; or (D) the issuance by the Company of Lock-Up Securities pursuant to or in connection with the conversion or exchange Rights Agreement, dated as of convertible or exchangeable securities or December 15, 2005 (the exercise of warrants or options“Rights Agreement”), in each case outstanding on between the date hereofCompany and the rights agent named therein, (C) grants of employee stock options or other securities pursuant to including the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities upon exercise of or in exchange for rights to purchase Series A Junior Participating Preferred Stock (the “Rights”) pursuant to the Rights Agreement; or (E) the filing of any registration statement (x) on Form S-8 in respect of any equity compensation plans or arrangements maintained by the Company or (y) that the Company may be required to file pursuant to the Rights Agreement or under applicable law with respect to the Rights and the securities issuable upon exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% exchange of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofRights. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Aa) pursuant to this Agreementthe Offered Securities, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Cb) grants of employee stock options or options, restricted common stock, unrestricted common stock, stock appreciation rights and other securities awards pursuant to the terms of a plan in effect on the date hereof or as and described in the General Disclosure Package or and the Final Prospectus or (and as the number of Securities covered by such plan may be increased by the Company’s stockholders), (c) issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options, and (Dd) issuances of Lock Lock-Up Securities or securities exercisable forpursuant to the exercise of options not covered by the plan referenced in clause (b) but that are outstanding on the date hereof, convertible into or exchangeable for Lock (e) issuances of Lock-Up Securities in connection with any acquisitionpursuant to the exercise of warrants outstanding on the date hereof, collaboration, merger, licensing or other joint venture or strategic transaction involving (f) issuances of Lock-Up Securities upon the Company; provided that in exchange of exchangeable shares outstanding on the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares date hereof issued by a subsidiary of the Company immediately following the initial closing hereunder and the recipients (g) issuances of such Lock Lock-Up Securities agree to be bound by a lockup letter the Company’s lenders under credit facility arrangements in effect on the form executed by directors, officers and shareholders pursuant to Section 7(i) date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Magnum Hunter Resources Corp)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except that such restrictions shall not apply to (A) the Offered Securities to be sold hereunder, (B) Lock-Up Securities issuable upon conversion or exercise of any outstanding securities of the Company as disclosed in the General Disclosure Package, (C) Lock-Up Securities issued pursuant to any employee benefit plan or arrangement of the Company in effect on the date hereof, which plan or arrangement is disclosed in the General Disclosure Package (D) the issuance of Lock-Up Securities or other rights to acquire Securities that the Company may issue in connection with acquisitions, provided that (x) the aggregate number of shares of Lock-Up Securities or rights shall not exceed 2.5% of the outstanding Securities on the date of this Agreement, as adjusted to include the Securities offered pursuant to this Agreement, and (By) issuances the recipients of such Lock-Up Securities pursuant or rights agree in writing to be subject to the conversion or exchange restrictions set forth in Exhibit A hereto and (E) the filing of convertible or exchangeable securities or one registration statement on Form S-3 under the exercise of warrants or optionsAct, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant including any amendments to the terms same, for the registration of a plan in effect on the date hereof or as described up to $250,000,000 in the General Disclosure Package or the Final Prospectus or issuances of Company’s securities, provided that no Lock-Up Securities pursuant to are issued or sold during the exercise of such options, and (D) issuances of Lock Lock-Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities shares of Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities shares of Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises, other than broker-assisted cashless exercises) or the exercise of warrants or options, in each case outstanding on the date hereof, (CD) grants of employee stock options the sale or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities in connection with a debt or credit financing facility or equipment leasing arrangement; provided, that the aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to the exercise of such options, and this clause (D) issuances shall not exceed 2.5% of Lock Up the total number of shares of the Company’s Securities issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, (E) the sale or securities exercisable for, convertible issuance of or entry into an agreement to sell or exchangeable for Lock issue Lock-Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, licensing property or other assets, (3) joint venture ventures, (4) strategic alliances or strategic transaction involving (5) any bona fide commercial or licensing arrangement with the Company; provided provided, that in the aggregate number of shares of Securities (on as-converted or as-exercised basis, as the case of may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (D), that such issuances E) shall not be greater than exceed 10% of the total outstanding number of shares of the Company Company’s Securities issued and outstanding immediately following the initial closing hereunder completion of the transaction contemplated by this Agreement, or (F) the issuance of the Offered Securities, provided in the case of clauses (B), (C), (D) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, directors and executive officers and shareholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 45 days after the date hereof or until such earlier date that the Representative consents consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except for (A) the Securities to be sold pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described in the General Disclosure Package and the Prospectus, (C) grants of employee stock options options, stock awards, restricted stock or other securities equity awards, pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the issuance of Lockup Securities upon the exercise or as vesting of such awards and issuances of options pursuant to the Company’s deferred compensation plan disclosed and described in the General Disclosure Package and the Prospectus, provided that any Lock-Up Securities received on such exercise or vesting is not transferrable during the Final Prospectus Lock-Up Period, (E) the entry into an agreement providing for the issuance by the Company of Lock-Up Securities in connection with (x) the acquisition by the Company or issuances any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Lock-Up Securities pursuant to any such agreement or (y) the exercise Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of such options, and (D) issuances of Lock Lock-Up Securities that the Company may sell or securities exercisable for, convertible into issue or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing agree to sell or other joint venture or strategic transaction involving the Company; provided that in the case of issue pursuant to this clause (D), that such issuances E) shall not be greater than exceed 10% of the total number of Securities outstanding shares of the Company immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement and all recipients of any such Lock-Up Securities shall enter into the Lock-Up letter referred to in Section 5(i), (F) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the General Disclosure Package and the recipients Prospectus or (G) the issuance of such Lock Up Securities agree to be bound by a lockup letter in any Underlying Common Stock upon conversion of the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofSecurities. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section 5(k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 ninety (90) days after the date hereof or until such earlier date that the Representative consents to in writing. If the Representative, in its sole discretion, agrees to release or waive the restrictions during the Lock-Up Period for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Underwriting Agreement (Onconova Therapeutics, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except Representatives. The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the Pricing Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For During each period commencing on the period specified below date on which the Company submits a Transaction Notice to the Manager and ending on the earlier of (i) the “Lock-Up Period”)date on which the Manager notifies the Company that it elects not to accept such Transaction Notice, or (ii) the close of business on the 90th day after the Settlement Date for the related transaction in which the Manager is acting as sales agent, without the prior written consent of the Manager, the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Shares or any securities convertible into or exchangeable or exercisable for any of its Securities Common Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeManager, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or hereof, issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) options or issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. The Lock-Up Period will commence on Securities pursuant to the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writingCompany’s dividend reinvestment plan.
Appears in 1 contract
Samples: Distribution Agency Agreement (Canadian Solar Inc.)
Restriction on Sale of Securities. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) submit or file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) through (v) for (A) grants of employee stock options or other equity based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (CD) grants the issuance of employee stock options the Offered Securities, (E) the entry into any agreement providing for the issuance by the Company of Lock-Up Securities in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, intellectual property or other securities assets of any person or entity or pursuant to an employee benefit plan assumed by the terms Company in connection with any such acquisition, and the issuance of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of any Lock-Up Securities pursuant to any such agreement or (y) the exercise entry into any agreement relating to a joint venture, licensing transaction, collaboration or other strategic transaction; provided, that the aggregate number of such options, and (D) issuances of Lock Lock-Up Securities that the Company may sell or securities exercisable for, convertible into issue or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing agree to sell or other joint venture or strategic transaction involving the Company; provided that in the case of issue pursuant to this clause (D), that such issuances shall E) may not be greater than 10exceed 5.0% of the total outstanding shares of capital stock of the Company immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement; and provided in the case of clauses (B), (C) and (E), the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders stockholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Satsuma Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except for (A) the Securities to be sold pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described in the General Disclosure Package and the Prospectus, (C) grants of employee stock options options, stock awards, restricted stock or other securities equity awards, pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the issuance of Lockup Securities upon the exercise or as vesting of such awards and issuances of options pursuant to the Company’s deferred compensation plan disclosed and described in the General Disclosure Package and the Prospectus, provided that any Lock-Up Securities received on such exercise or vesting is not transferrable during the Final Prospectus Lock-Up Period, (E) the entry into an agreement providing for the issuance by the Company of Lock-Up Securities in connection with (x) the acquisition by the Company or issuances any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Lock-Up Securities pursuant to any such agreement or (y) the exercise Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of such options, and (D) issuances of Lock Lock-Up Securities that the Company may sell or securities exercisable for, convertible into issue or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing agree to sell or other joint venture or strategic transaction involving the Company; provided that in the case of issue pursuant to this clause (D), that such issuances E) shall not be greater than exceed 10% of the total number of Securities outstanding shares of the Company immediately following the initial closing hereunder completion of the transactions contemplated by this Agreement and all recipients of any such Lock-Up Securities shall enter into the Lock-Up letter referred to in Section 5(i), or (F) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the General Disclosure Package and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofProspectus. The Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than the registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except with respect to each of clauses (i) through (v) for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsvesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance of Lock Up Securities or securities exercisable forthe Offered Securities, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (DA) or (B), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to be bound by a lockup lock-up letter in the form executed by directors, officers officers, and shareholders stockholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to shares of its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, ; (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, ; (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, ; (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (A) pursuant the issuance by the Company of (x) the Offered Securities to this Agreement, be sold hereunder or any Underlying Shares issued upon conversion thereof or (y) the Affiliate Securities or any shares of Common Stock issued upon conversion thereof; (B) issuances the issuance by the Company of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants an option or optionswarrant, in each case the vesting or settlement of any restricted stock units or other equity compensation awards or the conversion of a security outstanding on the date hereof, ; (C) grants the grant of options, restricted stock units or other equity compensation awards, including any time-based or performance-based awards, or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company in each case pursuant to equity incentive, stock option, inducement award and employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as purchase plans described in the General Disclosure Package or and the Final Prospectus or issuances Offering Memorandum, and the issuance by the Company of any Lock-Up Securities pursuant to upon the exercise exercise, vesting or settlement of such options, and equity compensation awards; or (D) issuances the filing of Lock Up Securities any registration statement on (x) Form S-8 in respect of any equity compensation plans or securities exercisable forarrangements maintained by the Company, convertible (y) as required by the Stockholder’s Agreement between the Company and SunPower Corporation (“SunPower”) entered into or exchangeable for Lock Up Securities in connection with that certain asset purchase agreement dated June 12, 2018 between the Company and SunPower or (z) as required by any acquisitionagreement with respect to resale registration rights granted to the Affiliated Purchaser with respect to the Affiliate Securities or the Common Stock issuable upon conversion thereof. The Company will not at any time directly or indirectly, collaborationtake any action referred to in clauses (i) through (v) above with respect to any securities under circumstances where such offer, mergersale, licensing pledge, contract or other joint venture or strategic transaction involving disposition would cause the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% exemption afforded by Section 4(a)(2) of the total outstanding shares Securities Act to cease to be applicable to the offer and sale of the Offered Securities by the Company immediately following to the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofseveral Purchasers. The Lock-initial Lock- Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than the registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except with respect to each of clauses (i) through (v) for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsvesting of restricted stock or restricted stock units, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance of Lock Up Securities or securities exercisable forthe Offered Securities, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (DA) or (B), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to be bound by a lockup lock-up letter in the form executed by directors, officers officers, and shareholders stockholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section 5(k) shall not apply to (A) pursuant the sale of Offered Securities to this Agreement, the Underwriters; (B) issuances the issuance of Lock-Up restricted Securities or options to acquire Securities pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans, as such plans are in existence on the date hereof and described in the General Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Securities pursuant to valid exercises of options, warrants or options, in each case rights or upon valid conversion of securities outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up any Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionas consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances or acquisitions of intellectual property rights occurring after the Companydates of this Agreement; provided that in the case each recipient of Securities pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Company’s securities pursuant to Section 7(ia plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 forty-five (45) days after the date hereof or until such earlier date that the Representative consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A1) pursuant to this Agreementthe issuance of the Offered Securities, (B2) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants warrants, options, or optionsother convertible or exchangeable securities, in each case outstanding on the date hereof, (C3) grants of employee stock options or other securities equity incentive awards to employees, directors and consultants pursuant to the terms of a plan one or more equity incentive plans in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or hereof, and (4) issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionmergers or acquisitions of securities, collaborationbusinesses, merger, licensing property or other assets, joint venture ventures, strategic alliances, equipment leasing arrangements or strategic transaction involving the Company; provided that in the case debt financing up to an aggregate of clause (D), that such issuances shall not be greater than 10% of the total sum of (x) the Company’s fully-diluted shares outstanding shares as of the Company immediately following date of the initial closing hereunder and Final Prospectus, plus (y) the recipients Offered Securities; provided, with respect to clause (4), that each recipient of such Lock Lock-Up Securities shall agree to be bound by a lockup letter subject to the transfer restrictions contained in the form executed by directorsLock-up Agreement with respect to any such Lock-Up Securities for the remainder of the restricted period, officers and shareholders pursuant to Section 7(i) hereofas described therein. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 105% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Xencor Inc)
Restriction on Sale of Securities. For the period specified below of 60 days following the date of this Agreement (the “Lock-Up Period”), neither the Company will notnor any officer or director will, directly or indirectly, take any of the following actions with respect to its Securities the Common Stock or any securities convertible into or exchangeable or exercisable for any shares of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except . The restrictions set forth in this Section (k) shall not apply to (A) pursuant the sale of the Securities to this Agreement, the Purchasers; (B) issuances the issuance of Lock-Up Securities restricted Common Stock or options to acquire Common Stock pursuant to the conversion Company’s employee benefit plans, qualified stock option plans or exchange other employee compensation plans as such plans are in existence on the date hereof and described in the Pricing Disclosure Package and Final Prospectus, (C) the issuance of convertible or exchangeable securities or the exercise Common Stock pursuant to valid exercises of options, warrants or options, rights outstanding on the date hereof or issue after the date hereof pursuant to plans in each case outstanding effect on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances the issuance by the Company of Lock Up Securities any Common Stock or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisitionCommon Stock as consideration for mergers, collaborationacquisitions, merger, licensing or other joint venture business combinations or strategic transaction involving alliances occurring after the Companydates of this Agreement; provided that in the case each recipient of Common Stock pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this paragraph (k), that such issuances shall not be greater than 10% ; or (E) the purchase or sale of the total outstanding shares Company’s securities pursuant to a plan, contract or instruction that satisfies the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof; and with respect to the directors and officers, the exception to the restrictions of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to § 5(k) shall be bound by a lockup letter as set forth in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereoftheir individual lock up agreements. The initial Lock-Up Period will commence on the date hereof and continue for 90 days two months after the date hereof or until such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) other than a registration statement on Form S-8 relating to equity awards issued or issuable pursuant to this Agreement, (B) plans described in the General Disclosure Package except issuances of Lock-Up Securities (x) pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described in the General Disclosure Package, (C) y), grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as and described in the General Disclosure Package or the Final Prospectus or Package, and (z) issuances of Lock-Up Securities pursuant in an aggregate amount not to exceed 5% of the exercise Company’s outstanding capital stock immediately following the completion of such options, and (D) issuances the offering of Lock Up Offered Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities contemplated herein in connection with any acquisitionacquisitions of business, collaborationassets or technologies or in connection with strategic partnerships, merger, licensing license arrangements or other joint venture or strategic transaction involving the Companycollaborations; provided that in the case each recipient of securities issued pursuant to this clause (D), that such issuances z) shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by execute a lockup letter lock-up agreement substantially in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereof. of Exhibit A. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Revance Therapeutics, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeUnderwriters, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises) or the exercise of warrants options or optionsvesting of restricted stock, in each case case, outstanding on the date hereof, (CD) grants of employee stock options the sale or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities pursuant in connection with a debt or credit financing facility or equipment leasing arrangement, (E) the sale or issuance of or entry into an agreement to the exercise of such options, and (D) issuances of Lock Up Securities sell or securities exercisable for, convertible into or exchangeable for Lock issue Lock-Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, property or other assets, (3) joint ventures or (4) collaborations, licensing or other joint venture strategic alliances; provided, that the aggregate number of shares of Common Stock (on as-converted or strategic transaction involving as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to clauses (D) or (E) in this Section 5(m), in each case, shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, (F) the issuance of the Shares, or (G) following the date that is 30 days after the date of the Final Prospectus, any Common Stock sold through an “at-the-market” or similar offering conducted by or on behalf of the Company, including pursuant to that certain Sales Agreement, dated March 9, 2020, by and between the Company and Jxxxxxxxx LLC; provided provided, that in the case of clause clauses (D) and (E), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to (x) be bound by a lockup letter in the form executed by directors, officers and shareholders stockholders pursuant to Section 7(i7(h) hereofhereof and (y) enter stop transfer instructions for the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of the Underwriters, and provided further that in the case of clause (G), such Common Stock is sold at a price per share that is greater that the public offering price per share in this offering. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Underwriters consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. LLC (the “Relevant Representatives”), except (A) pursuant the issuance by the Company of the Lock-Up Securities to this Agreementbe sold hereunder, (B) issuances the issuance by the Company of Lock-Up Securities the Notes to be sold pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on underwriting agreement dated the date hereofhereof among the Company and the Convertible Underwriters, and the issuance by the Company of any Securities upon conversion of the Notes in accordance with the terms thereof, (C) the issuance by the Company of any Securities constituting the stock consideration (the “Stock Consideration”) in connection with the Company’s acquisition (the “Acquisition”) of all outstanding capital stock of Reverse Mortgage Solutions, Inc. (including the filing by the Company of a resale shelf registration statement covering any sales by the sellers in the Acquisition of all or part of the Stock Consideration), (D) grants by the Company of employee stock options options, restricted stock units, restricted stock or other securities stock-based awards pursuant to the terms of a any employee or director equity compensation or incentive plan, stock ownership or purchase plan or dividend reinvestment plan in effect on the date hereof or as and described in the General Disclosure Package and the Final Prospectus, (E) the issuance by the Company of any Securities upon the exercise or vesting of any stock options, restricted stock units, restricted stock or other stock-based awards issued pursuant to plans disclosed in the General Disclosure Package or Final Prospectus or issuances outstanding as of Lock-Up the date hereof, (F) the issuance by the Company of Securities pursuant to as consideration for the exercise acquisition of such options, and one or more strategic businesses (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving than the Company; provided that in the case of clause (DAcquisition), provided that such issuances shall not be greater than not, in the aggregate, exceed 10% of the total outstanding number of shares of Securities outstanding on the Company immediately following the initial closing hereunder date hereof, and provided that the recipients of such Lock Up Securities agree shall have executed a lock-up agreement with terms substantially the same as the terms of this Section 5(k), or (G) the issuance by the Company of Securities to be bound by a lockup letter registered pursuant to any registration statement on Form S-8 pursuant to any benefit plans or arrangements in effect on the date of hereof and described in the form executed by directors, officers General Disclosure Package and shareholders pursuant to Section 7(i) hereofthe Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Relevant Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Relevant Representatives waive, in writing, such extension. The Company will provide the Relevant Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Investment Management Corp)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, without the consent of X.X. Xxxxxx Securities LLC, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except for (A) the Securities to be sold pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereofhereof and described in the Registration Statement, General Disclosure Package and the Prospectus, (C) grants of employee stock options options, stock awards, restricted stock or other securities equity awards, pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the issuance of Lockup Securities upon the exercise or as vesting of such awards and issuances of options pursuant to the Company’s deferred compensation plan disclosed and described in the Registration Statement, General Disclosure Package and the Prospectus, provided that any Lock-Up Securities received on such exercise or vesting is not transferrable during the Lock-Up Period, (E) the entry into an agreement providing for the issuance by the Company of Lock-Up Securities in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Lock-Up Securities pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of Lock-Up Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 10% of the total number of Securities outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such Lock-Up Securities shall enter into the Lock-Up letter referred to in Section 5(j), (F) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the General Disclosure Package and the Prospectus, or (G) the Final Prospectus or issuances issuance of Lock-Up Securities pursuant to shares of Common Stock issuable upon the exercise conversion of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10’s 1.50% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofconvertible senior notes due 2022. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative X.X. Xxxxxx Securities LLC consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives; provided, except however, that the restrictions contained in this sentence shall not apply to (A) pursuant the Offered Securities to this Agreementbe sold hereunder, (B) issuances the issuance by the Company of Lock-Up Securities pursuant to shares of Common Stock upon the exercise an option or warrant or the conversion of a security granted under employee stock plans existing on the First Closing Date or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case otherwise outstanding on the date hereofFirst Closing Date, (C) grants of employee stock options options, restricted stock or other securities pursuant to in accordance with the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such optionsFirst Closing Date, and (D) issuances the filing of Lock Up Securities or a registration statement with the Commission on Form S-8 relating to the offering of securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection accordance with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that terms of a plan in effect on the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofFirst Closing Date. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Aa) pursuant the Offered Securities to this Agreementbe sold hereunder, (Bb) issuances the issuance by the Company of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or and as described in the General Disclosure Package and the Final Prospectus, (c) the grant by the Company of stock options, restricted stock or other equity-based compensation awards (or the Final Prospectus or issuances issuance of Lock-Up Securities upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the exercise Company described in the General Disclosure Package and the Final Prospectus; provided that, prior to the grant of any such Lock-Up Securities, stock options or other stock-based awards pursuant to this clause (c) each recipient of such optionsgrant shall have signed and delivered a lock-up letter substantially in the form attached hereto as Exhibit B, and (Dd) issuances the filing of Lock Up Securities a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving to be offered to the Company; provided ’s “employees” (as that term is used in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares Form S-8) under any employee benefit or equity incentive plans of the Company immediately following described in the initial closing hereunder General Disclosure Package and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofFinal Prospectus. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, not directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without without, in each case, the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (CB) grants, offers, sales, or issuances of Securities (including, without limitation, grants of employee restricted Securities, restricted stock awards, restricted stock units, performance share units and other securities) or options or other securities to acquire Securities pursuant to the terms of a long-term incentive plan or employee benefit plan in effect on the date hereof (which shall include any amendment to such a plan submitted at the Company’s 2017 annual meeting of stockholders), (C) issuances, redemptions or as described in the General Disclosure Package or the Final Prospectus or issuances sales of Lock-Up Securities pursuant to the exercise of, or for the payment of tax withholdings in connection with net share settlements on, such optionsoptions or securities as described in clause (B) above, and (D) the filings with the Commission of any registration statement on Form S-8 relating to securities described in clauses (A), (B) or (C) above or any other securities eligible to be covered by a Form S-8, (E) offers, sales and issuances of Lock Up up to 15% of the Offered Securities outstanding at the time of the issuance as consideration or securities exercisable for, convertible into partial consideration for acquisitions of businesses or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other the formation of joint venture or strategic transaction involving the Companyventures; provided that such Lock-Up Securities so issued as contemplated in Section 5(k)(E) are subject to the case terms of clause an agreement having substantially the same terms as the lock-up letters described in Section 7(h) of this Agreement; and (D), that such issuances shall not be greater than 10% F) the issuance of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofOffered Securities. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative Credit Suisse Securities (USA) LLC consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, with respect to each of clauses (i) through (v), for (A) grants of employee stock options or other equity-based awards pursuant to this Agreementthe terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises) or the exercise of warrants options or optionsvesting of restricted stock, in each case case, outstanding on the date hereof, (CD) grants of employee stock options the sale or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances issuance of Lock-Up Securities pursuant in connection with a debt or credit financing facility or equipment leasing arrangement, (E) the sale or issuance of or entry into an agreement to the exercise of such options, and (D) issuances of Lock Up Securities sell or securities exercisable for, convertible into or exchangeable for Lock issue Lock-Up Securities in connection with any acquisition(1) mergers, collaboration(2) acquisition of securities, mergerbusinesses, property or other assets, (3) joint ventures or (4) collaborations, licensing or other joint venture strategic alliances; provided, that the aggregate number of shares of Securities (on as-converted or strategic transaction involving as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to clauses (D) or (E) in this Section 5(m), in each case, shall not exceed 5% of the total number of shares of the Company’s Securities issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, or (F) the issuance of the Offered Securities; provided provided, that in the case of clause clauses (B), (C), (D) and (E), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to (x) be bound by a lockup letter in the form executed by directors, officers and shareholders stockholders pursuant to Section 7(i7(h) hereofhereof and (y) enter stop transfer instructions for the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of the Representatives. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Ca) grants of employee stock options or other securities equity awards pursuant to the terms of a plan in effect on the date hereof or as described disclosed in the General Disclosure Package or the Final Prospectus or Package, (b) issuances of Lock-Up Securities pursuant to the exercise of such optionsawards or the exercise of any other equity awards outstanding on the date hereof, and (Dc) issuances the filing of Lock any amendment or supplements to the Company’s registration statement on Form S-3 (Registration No. 333-155246, solely in connection with securities offered by the Selling Stockholders as of the date hereof), (d) the filing of any registration statement on Form S-8 to register shares of its Lock-Up Securities reserved for issuance under the Company’s employee stock plans, (e) the issuance by the Company of up to 10% of the Securities outstanding as of the date of this Agreement or securities exercisable foras reported in the Company’s most recent periodic report as consideration or partial consideration for the acquisition of another corporation or entity or the acquisition of assets or properties of any such corporation or entity, convertible into or exchangeable so long as each of the recipients of the Securities agrees in writing to be bound by the restrictions described in this paragraph for Lock the remainder of the Lock-Up Period, (f) the filing of a registration statement with the commission on Form S-4 for a planned issuance of Securities in connection with any acquisition, collaboration, an acquisition or merger, licensing or other joint venture or strategic transaction involving so long as no Securities are issued pursuant to the Company; provided that in Form S-4 until after the case of clause (D), that such issuances shall not be greater than 10% end of the total outstanding shares Lock-Up Period, and (g) the filing of a registration statement or prospectus with the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders Commission pursuant to Section 7(i) hereofa request by the Selling Stockholders for the sale of Securities owned by them on the date of this Agreement. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Ecolab Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreementthe issuance and sale of the Offered Securities as contemplated herein, (B) issuances the issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities its 4% Convertible Senior Subordinated Notes due 2015 or the exercise underlying shares issuable upon conversion of warrants or options, in each case outstanding on the date hereofsuch 4% Convertible Senior Subordinated Notes dues 2015, (C) grants the grant or award of employee stock options options, performance shares or other securities stock-based compensation pursuant to the terms of a plan in effect on approved by the date hereof or as described in Board of Directors of the General Disclosure Package or the Final Prospectus or Company, (D) issuances of Lock-Up Securities pursuant to the exercise of such options, and stock options or pursuant to other stock-based compensation or (DE) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities Common Stock in connection with any strategic acquisition, collaborationamalgamation, merger, licensing merger or other joint venture or strategic transaction involving (“Merger Securities”) to which the Company; provided that Company may become party up to a maximum number of shares in the case aggregate of clause (D), that such issuances shall not be greater than 105% of the total outstanding Company’s shares of Common Stock outstanding after giving effect to this transaction; provided that, for purposes of this clause (E), any Merger Securities issued shall remain subject to the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Terex Corp)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (A) pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that that, in the case of clause (D), that such issuances shall not be greater than 105% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i7(h) hereof. The Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Adamas Pharmaceuticals Inc)
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Aa) for the offer and sale of Lock-Up Securities pursuant to this Agreement, (Bb) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Cc) grants of employee stock options options, restricted stock units or other securities equity based awards pursuant to the terms of a plan or similar arrangement in effect on the date hereof or as described in the General Disclosure Package or the Final Prospectus or hereof, (d) issuances of Lock-Up Securities pursuant to the exercise of such options, and restricted stock units or equity awards or (De) sales or issuances of Lock Lock-Up Securities required or securities exercisable for, convertible into directed by any governmental or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofregulatory authority. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except the Company may (A1) pursuant to this Agreement, (B) issuances of issue and sell Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as and described in the General Disclosure Package or the Final Prospectus or issuances of Package, (2) grant Lock-Up Securities pursuant to the terms of any of the equity incentive plans described in the General Disclosure Package and in existence on the date hereof (an “Existing Plan”), (3) issue Lock-Up Securities upon exercise of such optionsLock-Up Securities issued under an Existing Plan, (4) file with the Commission one or more registration statements on Form S-8 registering the Lock-Up Securities issuable under an Existing Plan and (D5) issuances issue any shares of Lock Up Securities common stock of the Company to one or securities exercisable for, convertible into or exchangeable for Lock Up Securities more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration or the acquisition or license of any acquisition, collaboration, merger, licensing business products or other joint venture or strategic transaction involving the Companytechnology; provided that in the case of clause that, with respect to subsection (D5), (x) the Company will not issue more than that such issuances shall not be greater than 10number of shares equal to 5% of the total outstanding shares of common stock of the Company immediately following the initial closing hereunder completion of the offering of Offered Securities contemplated hereby and (y) prior to the recipients issuance of such Lock Up Securities agree shares each recipient of such shares enters into a lock-up agreement that is substantially similar to be bound the lock-up agreements signed by a lockup letter in the form executed by directors, Company’s executive officers and shareholders directors pursuant to Section 7(i7(g) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse, except for (Ai) the offer and sale of the Offered Securities by the Company pursuant to this Agreement, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (Cii) grants of employee stock options options, restricted stock or any other securities equity awards pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or upon the Final Prospectus exercise of any stock options or issuances warrants, or vesting of restricted stock, in each case outstanding on the date hereof as described in the General Disclosure Package, and (iii) beginning on the 31st calendar day of the Lock-Up Period, the filing by the Company of one registration statement on Form S-3 under the Securities pursuant to the exercise of such optionsAct or any amendments thereto, and (D) issuances of Lock Up Securities or securities exercisable forprovided, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D)however, that such issuances no sales under any registration statement shall not be greater than 10% of permitted during the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse waives, in writing, such extension, provided, further, that such extension of the Lock-Up Period shall not apply if, (i) at the expiration of the Lock-Up Period, the Securities are “actively traded securities” (as defined in Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.
Appears in 1 contract
Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package)Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (Aa) pursuant the Offered Securities to this Agreementbe sold hereunder, (Bb) issuances the issuance by the Company of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or and as described in the General Disclosure Package and the Final Prospectus, (c) the grant by the Company of stock options, restricted stock or other equity-based compensation awards (or the Final Prospectus or issuances issuance of Lock-Up Securities upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the exercise Company described in the General Disclosure Package and the Final Prospectus; provided that, prior to the grant of any such Lock-Up Securities, stock options or other stock-based awards pursuant to this clause (c) to an officer or director of the Company, each such recipient of such optionsgrant shall have signed and delivered a lock-up letter substantially in the form attached hereto as Exhibit B, and (Dd) issuances the filing of Lock Up Securities a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving to be offered to the Company; provided ’s “employees” (as that term is used in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares Form S-8) under any employee benefit or equity incentive plans of the Company immediately following described in the initial closing hereunder General Disclosure Package and the recipients of such Lock Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) hereofFinal Prospectus. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative consents Representatives consent to in writing.
Appears in 1 contract
