Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 3 contracts
Sources: Lock Up Agreement, Lock Up Agreement (InfraREIT, Inc.), Lock Up Agreement (InfraREIT, Inc.)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Section is then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transaction is to be settled by delivery transfer of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or such Registrable Securities without registration will not result in a sale or disposition recommendation by the staff of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would the SEC that action be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) taken with respect thereto; or (C) any other evidence reasonably satisfactory to any of ▇▇▇▇’▇ Lock-Up Securities or with respect counsel to any security the Company to the effect that includesthe proposed sale, relates topledge, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election transfer of the CompanyRegistrable Securities may be effected without registration under the Securities Act, shares whereupon the Holder of Common Stock) such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the OP Agreementnotice given by the Holder to the Company. For Notwithstanding the avoidance foregoing, no such registration statement, opinion of doubtcounsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, Lock-Up (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2.
(b) Each certificate representing Registrable Securities shall not include be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactionslegend required under applicable state securities laws, the Post-IPO Reorganization Company’s charter documents or any other agreement between the Company and the Holder thereof):
(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the redemption Holder shall have obtained an opinion of OP Units held by ▇▇▇▇ as counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the consummation legend referenced in clause (b)(ii) above at the request of any Holder upon the Post-IPO Reorganization)termination of this Agreement.
Appears in 3 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Inspire Medical Systems, Inc.), Investor Rights Agreement (Inspire Medical Systems, Inc.)
Restrictions. ▇▇▇▇ hereby agrees that(a) Other than sales, for transfers, or other dispositions (v) pursuant to the period described Series A Certificate of Designations, (w) pursuant to the Series B Certificate of Designations, (x) from one Investor to another Investor (provided that such Investor is a signatory to this Agreement or has executed, at the time of such sale, transfer or other disposition, a joinder in Section 2 which it shall agree to be bound by the provisions of this Agreement to the same extent as the Investors signatory hereto (the “Lock-Up Period”a "Permitted Transferee"), it will not, without the prior written consent (y) of the Company Additional Shares by the Persons holding such Additional Shares or (which the parties acknowledge will require the approval z) of at least a majority Voting Securities registered in accordance with Section 2.2(a) of the members Registration Rights Agreement (only if such registration includes a registration of Voting Securities Beneficially Owned by the Goldman Investors), none of the Board of Directors not affiliated with ▇▇▇▇), directly Investors or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in parttheir respective Affiliates, directly or indirectly, the economic consequence may sell, transfer or otherwise dispose of ownership Beneficial Ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Voting Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionAcquisition Shares) with respect to any for a period of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value eighteen months after the Closing Date. During the period commencing eighteen months from such Lock-Up Securities. Notwithstanding the foregoingClosing Date, the restrictions contained in Investors, directly or indirectly, may only sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities (i) to another Investor (provided that such Investor is a signatory to this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization Agreement or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orhas executed, at the election time of such sale, transfer or other disposition, a joinder in which it shall agree to be bound by the Companyprovisions of this Agreement to the same extent as the Investors signatory hereto), shares of Common Stock(ii) in accordance with Rule 144 under the terms Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable) and otherwise subject to compliance with the Securities Act, (iii) in a registered public offering, (iv) in a transaction exempt from the registration requirements of the OP Securities Act in a manner calculated to achieve a Broad Distribution, (v) in a Third Party Offer if and to the extent permitted under Section 3.03 or (vi) which are Additional Shares.
(b) Notwithstanding anything to the contrary in this Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result none of the IPO Date TransactionsInvestors or their Affiliates may, directly or indirectly, acquire, sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities if such acquisition, sale, transfer or other disposition would result in a default or acceleration of amounts outstanding under the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of Debt Instruments, unless prior to the consummation of such acquisition, sale, transfer or other disposition, any required consents under the Post-IPO Reorganization)Debt Instruments to effect such acquisition, sale, transfer or disposition shall have been obtained.
Appears in 3 contracts
Sources: Stockholders Agreement (Hexcel Corp /De/), Stock Purchase Agreement (Hexcel Corp /De/), Stockholders Agreement (Hexcel Corp /De/)
Restrictions. ▇▇▇▇ hereby agrees thatThe holder of this Option, for by acceptance hereof, represents and warrants as follows:
(a) This Option and the period described right to purchase common stock hereunder is personal to the holder and shall not be transferred to any other person. The Option may not be pledged or otherwise hypothecated.
(b) The holder hereof has been advised and understands that the Option has been issued in Section 2 (reliance upon exemptions from registration under the “Lock-Up Period”), it will not, without Securities Act and applicable state statutes; the prior written consent exercise of the Company (which the parties acknowledge will require the approval of at least a majority Option and resale of the members Option and the Common Shares have not been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Board Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Shares under the Securities Act or the applicable state statutes; in the absence of Directors not affiliated with ▇▇▇▇)such registration, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofof the Option or the Common Shares may be practicably impossible, or otherwise dispose of and (ii) the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation Option and the Common Shares and any certificate issued upon exercise of the Post-IPO Reorganization Option representing the Common Shares will bear on its face a legend in substantially the following form restricting the sale of the Common Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.
(c) In the absence of registration, prior to two years from the date the Option has been exercised and the Common Shares fully paid for, the “Lock-Up Securities”)Corporation may refuse to transfer the Common Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Shares are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Shares to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Shares as are set forth herein. Notwithstanding any of the foregoing, the Corporation may refuse to transfer the Common Shares if any circumstances are present reasonably indicating that the transferee's representations are not accurate.
(d) In the absence of registration, after two years but prior to three years from the date the Option has been exercised and the Common Shares fully paid for, the Corporation may refuse to transfer the Common Shares unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any sells such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) Shares in accordance with Rule 144 and furnishes to the terms Corporation written assurances of compliance therewith in the form of a copy of the OP AgreementNotice of Form 144 and appropriate letters of compliance from the holder of such Common Shares and the securities broker-dealer to or through which such Common Shares are being sold. For No opinion of counsel for the avoidance holder of doubtthe Common Shares shall be required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of this Subparagraph (d).
(e) In the absence of registration, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after three years from the date hereof (other than as a result of the IPO Date TransactionsOption has been exercised and the Common Shares fully paid for, the Post-IPO Reorganization or Corporation shall, upon the redemption written request of OP Units any persons who have held the Common Shares for three years (excluding any tolling period provided for by ▇▇▇▇ as Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the consummation Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Shares without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Shares on the books and records of the Post-IPO Reorganization)Corporation.
Appears in 3 contracts
Sources: Stock Option Agreement (Correctional Services Corp), Stock Option Agreement (Correctional Services Corp), Stock Option Agreement (Correctional Services Corp)
Restrictions. ▇▇▇▇ hereby agrees that, for (a) The Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent effective date of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), a previous Demand Registration Statement; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, a previous Piggyback Registration Statement under which the economic consequence of ownership Stockholder requesting the Demand Registration had piggyback rights pursuant to Section 3.1 below wherein the Stockholder was permitted to register and sold at least 50% of the Lock-Up Securities, whether any Registrable Securities included in such swap or transaction is to be settled by delivery Piggyback Registration Statement.
(b) The Company may postpone the filing of Common Stock or other securities, a Demand Registration Statement for a reasonable “blackout period” not in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition excess of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right one hundred twenty (including without limitation any put or call option120) days (and the time periods with respect to any filing or effectiveness thereof shall be tolled correspondingly), if (i) the Board determines that such registration or offering could materially interfere with a bona fide business, financing or business combination transaction of ▇▇▇▇’▇ Lockthe Company or is reasonably likely to require premature disclosure of material non-Up Securities public information, which premature disclosure could materially and adversely affect the Company, (ii) such registration would require the Company to recast its historical financial statements or prepare pro forma financial statements, acquired business financial statements or other information, with respect which requirement the Company is reasonably unable to any security that includes, relates tocomply, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding (iii) render the foregoing, Company unable to comply with requirements under the restrictions contained in this Section 1 shall not apply to (a) Securities Act or the IPO Date Transactions, (b) the Post-IPO Reorganization or Exchange Act.
(c) ▇▇▇▇’▇ redemption of units of partnership interests Such blackout period will end upon the earlier to occur of, (i) in the Operating Partnership case of a bona fide business, financing or business combination transaction, or rendering the Company unable to comply with requirements under the Securities Act or the Exchange Act, a date not later than one hundred twenty (“OP Units”120) for cash days from the date such deferral commenced, (orii) in the case of disclosure of non-public information, at the election earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed, (iii) in the case of the Companyrecasting of historical financial statements, shares of Common Stockthe date upon which such financial statements are filed by the Company with the Commission; provided, however, the Company shall use its reasonable best efforts to file such statements as promptly as practicable, and (iv) in accordance with the terms case of the OP Agreement. For the avoidance preparation of doubtpro forma or acquired business financial statements, Locka date not later than seventy-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ five (75) days after the date hereof of such acquisition. In no event shall there be more than one (other than as a result 1) blackout period during any rolling period of the IPO Date Transactions, the Postthree hundred sixty-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)five (365) days.
Appears in 2 contracts
Sources: Registration Rights Agreement (Scholar Rock Holding Corp), Registration Rights Agreement
Restrictions. ▇▇▇▇ hereby agrees thatThe holder of this Warrant, for by acceptance hereof, both with respect to the period described in Section 2 Warrant and the Shares to be issuable upon exercise of the Warrant (unless issued pursuant to an effective registration statement under the “Lock-Up Period”Securities Act), it will notrepresents and warrants as follows:
(b) The holder hereof has been advised and understands that the Warrant and the Shares have not been registered under the Securities Act and the Warrant and/or the Shares must be held and may not be sold, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale oftransferred, or otherwise dispose disposed of for value unless they are subsequently registered under the Securities Act or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ an exemption from such registration is available; except as set forth herein, the Company is under no obligation, except as set forth in paragraph 9 hereof, to register the Warrant and/or the Shares under the Securities Act; in the absence of such registration, sale of the consummation Warrant or Shares may be impracticable; the Company's registrar and transfer agent will maintain stop-transfer orders against registration of transfer of the PostWarrant and the Shares; and the certificates to be issued for any Shares will bear on their face a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ( THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-IPO Reorganization ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.
(collectivelyc) The Company may refuse to transfer the Warrant and/or the Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no-action" or interpretive response from the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such letter or opinion states that the Warrant and/or Shares are free from any restrictions under the Securities Act, the “Lock-Up Securities”), or (ii) enter into Company may refuse to transfer the Warrant and/or the Shares to any swap or any other agreement or any transaction that transfers, transferee who does not furnish in whole or in part, directly or indirectly, writing to the economic consequence of ownership of Company the Lock-Up Securities, whether any such swap or transaction is same representations and agree to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) the same conditions with respect to such Warrant or Shares if any of ▇▇▇▇’▇ Lock-Up Securities set forth herein. The Company may also refuse to transfer the Warrant or with respect to Shares if any security circumstance is present reasonably indicating that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall transferee's representations are not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)accurate.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Upland Energy Corp), Common Stock Purchase Warrant (Upland Energy Corp)
Restrictions. ▇▇▇▇ hereby agrees that[The following provision shall be omitted at the request of any Purchaser made to the Company prior to issuance of the Warrant] The holder shall not have the right to exercise any portion of this Warrant, for pursuant to Section 1.1(a) or otherwise, to the period described in Section 2 extent that after giving effect to such issuance after exercise, the holder (together with the “Lock-Up Period”holder’s affiliates), it will notas set forth on the applicable Notice of Exercise, without would beneficially own in excess of 9.90% of the prior written consent number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (which including, without limitation, any other Shares or Warrants) subject to a limitation on conversion or exercise analogous to the parties acknowledge will require limitation contained herein beneficially owned by the approval holder or any of at least a majority its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the members Exchange Act, it being acknowledged by holder that the Company is not representing to holder that such calculation is in compliance with Section 13(d) of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell Exchange Act and holder is solely responsible for any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is schedules required to be settled by delivery of Common Stock or other securities, filed in cash or otherwiseaccordance therewith. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without To the extent that the limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 1.1(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall not apply be in the sole discretion of such holder, and the submission of a Notice of Exercise shall be deemed to be such holder’s determination of whether this Warrant is exercisable (ain relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 1.1(c), in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the IPO Date TransactionsCompany’s most recent Form 10-Q or Form 10-K, as the case may be, (by) a more recent public announcement by the Post-IPO Reorganization Company or (cz) ▇▇▇▇’▇ redemption any other notice by the Company or the Company’s Transfer Agent setting forth the number of units shares of partnership interests Common Stock outstanding. Upon the written or oral request of the holder, the Company shall within two Trading Days confirm orally and in writing to the Operating Partnership (“OP Units”holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 1.1(c) for cash (ormay be waived by the holder, at the election of the holder, upon not less than 61 days’ prior notice to the Company, shares and the provisions of Common Stockthis Section 1.1(c) shall continue to apply until such 61st day (or such later date, as determined by the holder, as may be specified in accordance with the terms such notice of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganizationwaiver).
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Integral Vision Inc), Fourth Amended Note and Warrant Purchase Agreement (Integral Vision Inc)
Restrictions. ▇▇▇▇ hereby agrees that(a) During the Term, and to the extent that Executive submits his resignation in accordance with Section 3(a), thereafter for the a two (2) year period described in Section 2 (the “Lock-Up Restriction Period”), it will notExecutive agrees that, without the prior express written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the from VeriChip’ Board of Directors Directors, he shall not affiliated compete with ▇▇▇▇), VeriChip and its affiliates by directly or indirectly: (i) offerindirectly engaging in the Business or by engaging in any business comparable to that of VeriChip or its affiliates, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, either directly or indirectly, the economic consequence as an individual, partner, member, corporation, limited liability company, limited liability partnership, officer of ownership of the Lock-Up Securities, whether any such swap a corporation or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging other capacity whatsoever at any location at which VeriChip or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation its affiliates conducts business and/or provides any short sale or any purchase, sale or grant of any right services.
(including without limitation any put or call optionb) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security Executive acknowledges that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 10 of this Agreement, in view of the nature of the activities in which VeriChip and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of VeriChip and its affiliates, and that any violation thereof would result in irreparable injuries to VeriChip and/or its affiliate(s), as the case may be. Executive, therefore, acknowledges that, in the event of the violation of any of these restrictions, VeriChip shall not apply be entitled to (a) the IPO Date Transactionsobtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, (b) the Post-IPO Reorganization as well as attorneys fees and costs, damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative, and in addition to any other rights or remedies to which VeriChip may be entitled.
(c) ▇▇▇▇’▇ redemption Executive agrees that the restrictions contained in this Section 10 of units this Agreement are an essential element of partnership interests in the Operating Partnership Executive’s compensation that Executive is granted hereunder and, but for Executive’s agreement to comply with such restrictions, VeriChip would not have entered into this Agreement.
(“OP Units”d) for cash (or, at the election If any of the Companyrestrictions set forth in this Section 10 should, shares for any reason, be adjudged invalid or unreasonable in any proceeding, then the validity or enforceability of Common Stockthe remainder of such restrictions shall not be adversely affected. If the Restriction Period or the area specified in this Section 10 of this Agreement shall be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof or both, so that such restrictions may be enforced in such area and for such period of time as is adjudged to be reasonable. If Executive violates any of the restrictions contained in this Section 10, the Restriction Period shall not run in favor of Executive from the time of commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of VeriChip.
(e) in accordance The terms of this Section 10 shall survive the termination of this Agreement. Executive acknowledges that he can be gainfully employed and still comply with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall this Section 10 and that it is not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)unduly inconvenient to him.
Appears in 2 contracts
Sources: Employment Agreement (Applied Digital Solutions Inc), Employment and Non Compete Agreement (VeriChip CORP)
Restrictions. ▇▇▇▇ hereby agrees thatThe Holder acknowledges that the Common Shares acquired upon the exercise of this Warrant, if not registered, or unless Rule 144 is available, will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the period described Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in Section 2 violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Holder’s right to sell the Securities pursuant to any registration statement or otherwise in compliance with applicable federal and state securities laws). The Holder is acquiring the Securities hereunder in the ordinary course of its business. The Common Shares acquired upon the exercise of this Warrant shall bear the following or similar legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Lock-Up PeriodSECURITIES ACT”), it will notAND, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)ACCORDINGLY, directly or indirectly: (i) offerMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, pledgeOR IN A TRANSACTION NOT SUBJECT TO, sellTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Appears in 2 contracts
Sources: Security Agreement (Alternus Energy Inc.), Security Agreement (Alternus Energy Inc.)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 Lender understands that Common Stock issued or to-be-issued hereunder (the “Lock-Up Period”"SECURITIES") will be issued without registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") and without registration pursuant to any state securities laws, in each case in reliance upon an exemption from the registration requirements of the Act and such state securities laws. As a result, Lender understands that any document or certificate evidencing any of the Securities may contain a restrictive legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), it OR OTHER APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OR SALE OF THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SAID STATE SECURITIES LAWS COVERING SAID SECURITIES UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER OR SALE DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR SAID STATE SECURITIES LAWS. Lender further agrees that if any transfer or distribution of any Securities is proposed to be made otherwise than pursuant to registration under the 1933 Act and applicable state securities laws, such action shall be taken only after submission to the Company of an opinion of counsel, reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer or distribution will not, without the prior written consent not be in violation of the Company (which the parties acknowledge will require the approval Act or of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)applicable state securities laws.
Appears in 2 contracts
Sources: Note (Performance Health Technologies Inc), Note (Performance Health Technologies Inc)
Restrictions. ▇▇▇▇ hereby (a) Each Investor understands and agrees thatthat the Securities it will be acquiring have not been registered under the Securities Act, and that accordingly they will not be transferable except as permitted under various exemptions contained in the Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. Each Investor acknowledges that it must bear the economic risk of its investment in the Securities for an indefinite period of time since they have not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.
(b) Each Investor represents and warrants to the Company that it is acquiring the Securities it has agreed to purchase for investment purposes only, for its own account, and not as nominee or agent for any other Person, and not with a view to, or for resale in connection with, any distribution thereof within the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent meaning of the Securities Act.
(c) Each Investor agrees with the Company as follows:
i) The certificates evidencing the Securities it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred unless there is an effective registration statement under such Act and any applicable state securities laws covering such securities or the Corporation receives an opinion of counsel (which counsel and opinion are reasonably satisfactory to the parties acknowledge Corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act."
ii) The certificates representing such Securities, and each certificate issued in transfer thereof, will require also bear any legend required under any applicable state securities law.
iii) Absent a registration statement under the approval of at least a majority Securities Act covering the disposition of the members of the Board of Directors Securities which such Investor acquires, such Investor will not affiliated with ▇▇▇▇)sell, directly or indirectly: (i) offertransfer, assign, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate or otherwise dispose of any or transfer all of the Securities without first providing the Company with an opinion of counsel (Awhich counsel and opinion are reasonably satisfactory to the Company) stating that such disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and has been registered or qualified under (or is exempt from the registration and qualification requirements of) any IPO Date Equity applicable state securities laws.
iv) Such Investor consents to the Company's making a notation on its records or (B) giving instructions to any Post-Reorganization Equity owned by ▇▇▇▇ as transfer agent of the consummation Common Stock, Preferred Stock or Convertible Promissory Notes in order to implement the restrictions on transfer of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained set forth in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or paragraph (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Moore Capital Management Inc /New), Preferred Stock Purchase Agreement (Digital Sound Corp)
Restrictions. ▇▇▇▇ hereby agrees that(a) The Holder shall be entitled to exercise and enjoy all rights and entitlements of ownership of shares, including the right to vote and receive dividends, except that until the Restriction Period shall expire, all restrictions and limitations set forth in this agreement and the Plan shall apply. The Shares shall constitute Restricted Stock of the Corporation issued pursuant to the Plan. Each certificate for Restricted Stock issued or issuable hereunder shall be registered in the period described name of the Holder, and deposited by the Holder, together with a stock power endorsed in Section 2 blank (in the “Lock-Up Period”form attached hereto as Exhibit A), it will notwith the Corporation until such time as the Restriction Period shall have expired. Such certificate(s) shall bear an appropriate legend referring to the terms, without the prior written consent conditions and restrictions applicable to such Restricted Stock.
(b) The Shares shall be subject to all of the Company (which the parties acknowledge will require the approval of at least a majority terms and conditions of the members award as specified by the Committee in connection with the award to Holder and the Committee’s deliberations with respect thereto.
(c) The Restriction Period shall expire as to one-quarter (1/4) of the Board Shares on each of Directors the first four anniversaries of the date hereof; provided that the Restriction Period shall expire on such earlier date as the conditions set forth below are satisfied.
(d) The Holder will not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to selltransfer, sell any option or contract to purchaseassign, purchase any option or contract to sellgive, grant any option, right or warrant for the sale ofplace in trust, or otherwise dispose of or transfer (A) pledge, grant a security interest in, or otherwise encumber the Shares and any IPO Date Equity such attempted disposition or (B) any Post-Reorganization Equity owned by ▇▇▇▇ encumbrance shall be void and unenforceable. Notwithstanding anything herein to the contrary, the Shares may be transferred, conveyed or assigned to family members, charities, trusts established solely for the benefit of such family members and charities and entities, such as partnerships and limited liability companies, of which the only interest holders are members of the consummation grantee’s family, or trusts for their benefit, and revocable grantor trusts and that such further modifications relating to transfer and assignment complying with the then applicable rules and regulations of the Post-IPO Reorganization Securities and Exchange Commission and stock exchange acceptable to counsel to the Corporation shall have been complied with.
(collectively, e) Subject to the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership provisions of the Lock-Up SecuritiesPlan, whether any such swap or transaction is upon the lapse of the Restriction Period the Holder shall become entitled to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing receive a stock certificate evidencing the Shares and the restrictions are expressly agreed referred to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed herein shall become null and void and cease to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) exist with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Shares.
Appears in 2 contracts
Sources: Restricted Stock Agreement (Akeena Solar, Inc.), Restricted Stock Agreement (Akeena Solar, Inc.)
Restrictions. ▇▇▇▇ hereby agrees thatExcept as otherwise provided herein, for Tenant shall not enter into, or consent to, an Occupancy Transaction nor shall an Occupancy Transaction occur, without first procuring Landlord's consent (except that in the period described in Section 2 (the “Lockcase of a non-Up Period”consensual Occupancy Transaction, Tenant shall request Landlord's consent as soon as possible), it will not, and any attempt to do so without the such prior written consent shall be void and at Landlord's option shall terminate this Lease. Subject to the provisions of the Company (which next succeeding paragraph hereof, Landlord shall not withhold its consent unreasonably but may condition such consent upon compliance with this Article. The parties agree, however, that the exact use, manner of operation of the Premises and conduct of business thereon by Tenant will have an impact on the quality and reputation of the Project. Accordingly, the parties acknowledge agree that without limiting any other reasonable criteria which Landlord may utilize, Landlord may withhold its consent, and in so doing will require not be deemed to be acting unreasonably, if Landlord in the approval exercise of at least a majority reasonable business judgment determines that the Transferee has insufficient business reputation or experience in the operation of the members of the Board of Directors not affiliated with ▇▇▇▇)business being conducted by Tenant (or by Tenant's then-current Transferee, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”if any), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership financial condition of the Lock-Up SecuritiesTransferee is inadequate (notwithstanding that Tenant may remain liable) or that it is likely that the Transferee will not be able to generate the same level of Percentage Rental as would Tenant, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to that the transfer may lead to or result a breach of this Lease. In the event that Tenant desires to gain Landlord's consent to a proposed Occupancy Transaction pursuant to this Article 19, Tenant shall provide Landlord with written request for consent to such Occupancy Transaction, accompanied by information reasonably sufficient to enable Landlord to evaluate Tenant's request for consent in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of accordance with the aforesaid factors. In the event that prior to the exercise by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part Tenant of its value from Option to extend the term of this Lease, Landlord consents to an Occupancy Transaction requested by Tenant where such Lock-Up Securitiesconsent is required under this Article XIX, then Tenant shall be relieved of liability under this Lease for the Option Term. Notwithstanding the foregoing, at any time within thirty (30) days after receiving Tenant's written notice of a proposed Occupancy Transaction, Landlord shall have the restrictions contained right, in this Section 1 shall not apply its sole discretion, to either: (ai) the IPO Date Transactions, (b) the Post-IPO Reorganization grant or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) withhold its consent in accordance with the terms foregoing paragraph, accompanied by specific reason(s) for its decision in the event that Landlord denies consent; or (ii) terminate this Lease with respect to the portion of the OP AgreementPremises that Tenant proposes to assign or sublease; Landlord's right to terminate this Lease under this section may be revoked if the Tenant rescinds the assignment request within thirty (30) days after Landlord receiving Tenant's written notice of a proposed assignment or sublease. For In the avoidance event of doubtany such sublease or assignment approved by Landlord, Lock-Up Securities Landlord shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result receive [***] of the IPO Date Transactionsnet sales price directly attributable to the Lease assignment/sublease (e.g., the Post-IPO Reorganization or the redemption after deduction for Tenant's costs of OP Units held by ▇▇▇▇ sale (such as commissions, improvement costs, fees, etc.) and after deduction of the consummation unamortized value of Tenant's leasehold improvements and fixtures (after deducting any Landlord Construction Allowance) installed in the Premises by or at the direction of Tenant which are sold as part of the Postassignment or sublease, said unamortized value to be determined on a straight-IPO Reorganizationline depreciation method allowed by the Internal Revenue Code of 1986 (as amended) assuming a useful life equal to the remainder of the Lease Term (including the Option Term) at the time the improvement or fixture is placed in service or installed in or upon the Premises). Landlord shall notify Tenant of its consent or denial of consent to any proposed Occupancy Transaction in accordance with the provisions of this paragraph within 10 days after receipt of Tenant's written request and any *** Confidential treatment requested. 45 documents or information reasonably requested by Landlord and relating to such proposed Occupancy Transaction.
Appears in 2 contracts
Sources: Lease Agreement (Silicon Entertainment Inc /Ca/), Lease Agreement (Silicon Entertainment Inc /Ca/)
Restrictions. ▇▇▇▇ hereby BSP acknowledges and agrees that, notwithstanding the licenses set forth in this Section 3:
3.8.1 BSP, its Affiliates and its sublicensees shall not offer for sale or sell the period described in Section 2 BSP Array outside the applicable BSP Designated Country and shall not knowingly (after using Commercially Reasonable Efforts to determine the “Lock-Up Period”)same) perform or permit any Third Party to perform any Assay on Specimens that were collected from patients at a facility outside the applicable BSP Designated Country.
3.8.2 BSP, it will not, without its Affiliates and its sublicensees shall not manufacture or have manufactured the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging BSP Array in any hedging jurisdiction in which BSP knows or other transaction should know Prometheus’ Intellectual Property rights will not be respected; notwithstanding this restriction, if BSP is entitled to exercise its license under Section 3.3, BSP shall be entitled to manufacture or have manufactured the BSP Array in any jurisdiction [***], provided that it uses reasonable processes and controls to protect the Prometheus Technology which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other are no less than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) those it uses with respect to protecting its own Intellectual Property in such jurisdiction.
3.8.3 Unless otherwise expressly approved by Prometheus in writing (such decision to be made after good faith discussions with BSP and knowledgeable regulatory counsel), BSP, its Affiliates and its sublicensees shall not (a) seek Regulatory Approval for the BSP Array in any of ▇▇▇▇’▇ Lock-Up Securities Restricted Country, (b) Commercialize the BSP Array in any Restricted Country or (c) transfer any Prometheus Technology to any Restricted Country, and/or (d) take any other action in or with respect to any security that includes, relates to, Restricted Country which could cause Prometheus or derives its Affiliates to violate any significant part United States export laws. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
3.8.4 The parties shall use Commercially Reasonable Efforts to work together to comply with the intent of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained set forth in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)3.8.
Appears in 2 contracts
Sources: Research Collaboration and License Agreement, Research Collaboration and License Agreement (Prometheus Laboratories Inc)
Restrictions. (a) Parent, Merger Partner Equityholder and SpinCo shall not, and shall not permit any of their respective Groups to, take or fail to take, as applicable, any action if such action or failure to act would reasonably be expected to be inconsistent with or cause to be untrue any statement, information, covenant, or representation in any of the Tax Materials.
(b) Parent, Merger Partner Equityholder and SpinCo shall not take or fail to take, as applicable, and shall cause each other member of their respective Groups not to take or fail to take, as applicable, any action that would reasonably be expected to cause the Tax-Free Transactions (other than the Merger) to fail to qualify for Tax-Free Status.
(c) SpinCo, on behalf of itself and each other member of the SpinCo Group, and ▇▇▇▇▇▇ hereby agrees Partner Equityholder, on behalf of itself and each other member of the Merger Partner Equityholder Group, agree that from the date of the Distribution by Parent until the first Business Day after the two-year anniversary of the Distribution Date,
(i) SpinCo and each Section 355 Company shall continue and cause to be continued the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of its respective Controlled Active Trades or Businesses, taking into account Section 355(b)(3) of the Code;
(ii) SpinCo shall not voluntarily dissolve or liquidate or permit any Section 355 Company to voluntarily dissolve or liquidate (including taking any action that is a liquidation for Federal Income Tax purposes);
(iii) SpinCo shall not, and shall not permit any Section 355 Company to, enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of SpinCo, or (4) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise);
(iv) SpinCo (or any successor of SpinCo) shall not, and shall not agree to nor shall SpinCo (or any successor of SpinCo) permit any Section 355 Company to, merge, consolidate, or amalgamate with any other Person (except for the Merger);
(v) SpinCo will not in a single transaction or series of transactions (directly or indirectly) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (or engage in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), directly or indirectly, nor shall SpinCo permit any Section 355 Company or any other member of the SpinCo Group to, sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute 30% or more of the gross assets of (x) any Controlled Active Trade or Business or (y) the “separate affiliated group” within the meaning of Section 355 of the Code (“SAG”) of (A) SpinCo or (B) a Section 355 Company, in each case, other than (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) sales, transfers or dispositions within SpinCo’s SAG or within a Section 355 Company’s SAG, respectively, (3) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (4) any assets transferred to a Person that is disregarded as an entity separate from the transferor for Federal Income Tax purposes, or (5) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Pre-Transaction Group;
(vi) (A) SpinCo shall not, and shall not permit any Section 355 Company to, redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock and (B) SpinCo shall not permit any shareholder of SpinCo or a Section 355 Company to become a “controlling shareholder” of SpinCo or a Section 355 Company within the meaning of Treasury Regulation Section 1.355-7;
(vii) SpinCo shall not take any action (including amending, or permitting any Section 355 Company or any other member of SpinCo Group to amend, its certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Capital Stock or the Capital Stock of any Section 355 Company (including, without limitation, through the conversion of one class of SpinCo or Section 355 Company Capital Stock into another class of SpinCo or Section 355 Company Capital Stock);
(viii) SpinCo shall not take, or permit any other member of the SpinCo Group to take, any other action or actions (including any action or transaction that would reasonably be expected to be inconsistent with any representation made in the Tax Materials) which in the aggregate (and taking into account the Merger (for the absence of doubt, including the Additional Merger Consideration), and any other transactions described in this Section 6.02(c) and treating the Retained Shares as acquired) could have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or any Section 355 Company (or any successor respectively) or otherwise jeopardize the Tax-Free Status (it being understood that, for this purpose, the period described Retained Shares shall be treated as acquired, any potential acquisitions set forth on Schedule B shall be treated as occurring, and the only acquisitions relevant for this purpose occurring on or before the Effective Time are the acquisition of SpinCo Capital Stock pursuant to the Merger, and any acquisitions set forth on Schedule B hereto, all of which do not exceed a 49.9% or greater interest in SpinCo or any member of the SpinCo Group);
(ix) Merger Partner Equityholder shall not, and shall ensure that no member of the Merger Partner Equityholder Group, directly, indirectly, through an Affiliate or otherwise, acquires, within the meaning of Section 2 355(e) of the Code or otherwise, Capital Stock of SpinCo or any Section 355 Company (other than Capital Stock of SpinCo received by Merger Partner Equityholder pursuant to the “Lock-Up Period”Merger, including, for the absence of doubt, the Additional Merger Consideration);
(x) Merger Partner Equityholder shall not permit and shall ensure that no member of the Merger Partner Equityholder Group permits, SpinCo or any Section 355 Company to enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; in each case (other than Section 6.02(c)(ix) above), it unless prior to taking any such action set forth in the foregoing clause (c), (x) SpinCo or Merger Partner Equityholder, as applicable, shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.03(a) and (c) to the effect that such action will notnot cause the Tax-Free Transactions (other than the Merger) to fail to qualify for Tax-Free Status and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a private letter ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any representations made in connection with such private letter ruling), (y) SpinCo or Merger Partner Equityholder, as applicable, shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any representations used as a basis for the Unqualified Tax Opinion), or (z) Parent shall have waived (which waiver may be withheld by Parent in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.
(d) SpinCo shall provide written notice to Parent describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date (and any Tax election or transaction proposed to be made or effected that would be effective on or prior to the Distribution Date) and shall consult with Parent regarding any such proposed actions reasonably in advance of taking any such proposed actions. If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Step Plan, SpinCo shall not take any such action without the prior written consent of Parent (not to be unreasonably withheld); provided, that Parent shall be deemed to have consented to such action if Parent does not provide a written response to SpinCo’s written notice within thirty (30) days of delivery thereof.
(e) Until the Company (first day of the first Tax year of Parent or the relevant foreign subsidiary immediately following the Tax year in which the parties acknowledge will require Distribution by Parent occurs, SpinCo shall neither cause nor permit any foreign subsidiary of SpinCo (other than any such subsidiary whose Tax year closed on the approval of at least a majority date of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (iDistribution by Parent) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap transaction or take any other agreement action that would be considered under the Code to constitute the declaration or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence payment of ownership a dividend (including pursuant to Section 304 of the Lock-Up Securities, whether any Code) without obtaining the prior written consent of Parent (such swap or transaction is prior written consent not to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganizationunreasonably withheld).
Appears in 2 contracts
Sources: Tax Matters Agreement (Amentum Holdings, Inc.), Tax Matters Agreement (Jacobs Solutions Inc.)
Restrictions. ▇▇▇▇ hereby agrees thatON You agree that the Option Shares may not be sold, RESALE transferred, pledged or otherwise disposed of until the repurchase rights with respect to those Option Shares expire. By signing this Agreement, you agree not to sell any Option Shares at a time when applicable laws, regulations or Company or underwriter trading policies prohibit a sale. You represent and agree that the Option Shares to be acquired upon exercising this Option will be acquired for investment, and not with a view to the period described in Section 2 (sale or distribution thereof. In the “Lock-Up Period”)event that the sale of Option Shares under the Plan is not registered under the Securities Act of 1933, it will notas amended, without but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the prior written consent time of exercise that the Option Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company (which and its counsel. THE COMPANY'S In the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract event that you propose to sell, sell pledge or otherwise RIGHT OF FIRST transfer to a third party any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofOption Shares acquired REFUSAL under this Agreement, or otherwise dispose any interest in such Option Shares, the Company shall have the "Right of or First Refusal" with respect to all (and not less than all) of such Option Shares. If you desire to transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as Option Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Option Shares proposed to be transferred, the proposed transfer price and the name and address of the consummation proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Post-IPO Reorganization Option Shares. The Company shall have the right to purchase all, and not less than all, of the Option Shares on the terms of the proposal described in the Transfer Notice (collectivelysubject, however, to any change in such terms permitted in the “Lock-Up Securities”), or (iinext paragraph) enter into any swap or any other agreement or any transaction that transfersby delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company fails to exercise is Right of First Refusal within 30 days after the date when it received the Transfer Notice, directly or indirectlyyou may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Option Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different form those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the economic consequence of ownership parties shall consummate the sale of the Lock-Up SecuritiesOption Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, whether any such swap or transaction is however, that in the event the Transfer Notice provided that payment for the Option Shares was to be settled by delivery made in a form other than lawful money paid at the time of transfer, the Company shall have the Option of paying for the Option Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.* The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Option Shares. The Company's Right of First Refusal shall terminate in the event that the Company's Common Stock is listed on an established stock exchange or is quoted regularly on the Nasdaq National Market. RIGHT OF Following termination of your Service for any reason, the REPURCHASE Company shall have the right to repurchase all of those unvested Option Shares that you have or will acquire under this Option. If the Company fails to provide you with written notice of its intention to purchase such Option Shares before or within 30 days of the date the Company receives written notice from you of your termination of Service, the Company's right to purchase such Option Shares shall terminate. If the Company exercises its right to purchase such Option Shares, the Company will consummate the purchase of such Option Shares within 60 days of the date of its written notice to you. The purchase price for any Option Shares repurchased shall be equal to the Exercise Price for those Option Shares ($.20 per share) and shall be paid in cash, or by cancellation of all or a portion of any indebtedness owed by you to the Company. To secure its repurchase right, the Company shall retain the certificates representing Option Shares until such time as the repurchase rights expire as provided herein. Upon any exercise of repurchase rights, the Company shall be authorized to transfer or cancel the Option Shares so repurchased without any further actions of you. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or designate a beneficiary. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS Neither your Option nor this Agreement give you the right to be retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your Service at any time for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for the shares of the Company's Common Stock acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other securitiesrights if the applicable record date occurs before your stock certificate is issued, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests except as described in the Operating Partnership (“OP Units”) for cash (orPlan. ADJUSTMENTS On the event of a stock split, at a stock dividend or a similar change in the election outstanding Common Stock of the Company, the number of shares of the Company's Common Stock) in accordance with Stock covered by this Option and the exercise price per share may be adjusted pursuant to the Plan. Your Option shall be subject to the terms of the OP agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. AMENDMENTS AND This Agreement may be amended in writing signed by both ADMINISTRATION parties. The Committee shall have the sole discretion to interpret and administer this Agreement and to adopt rules and policies to administer and enforce this Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Gentle Dental Service Corp), Incentive Stock Option Agreement (Gentle Dental Service Corp)
Restrictions. ▇▇▇▇ hereby agrees that(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, for to the period described Company or to an Affiliate or member, limited partner or other equityholder of a Purchaser or in connection with a pledge as contemplated in Section 2 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Lock-Up PeriodSECURITIES ACT”), it AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will notexecute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. The Company further acknowledges and agrees that a Purchaser may from time to time enter into any interest, currency exchange rate, commodity price or other hedging arrangement in respect of its interests in any of the Securities, which arrangement would not be subject to notice to or approval of the Company and no legal opinion of legal counsel of the Purchaser shall be required in connection therewith.
(c) Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, without the prior written consent requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Company Securities Act (which including judicial interpretations and pronouncements issued by the parties acknowledge will require the approval of at least a majority staff of the members Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal of the Board of Directors not affiliated with ▇▇▇▇legend hereunder. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), directly it will, no later than two Trading Days following the delivery by a Purchaser to the Company or indirectly: the Transfer Agent of a certificate representing such Securities, as applicable, issued with a restrictive legend (ior, in the case of Securities held in book-entry form, of a request to remove the restrictive legend from such Securities) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectivelysuch second Trading Day, the “Lock-Up SecuritiesLegend Removal Date”), deliver or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is cause to be settled by delivery delivered to such Purchaser a certificate (or written confirmation from the Transfer Agent of Common Stock or a book-entry position) representing such shares that is free from all restrictive and other securities, in cash or otherwiselegends. The foregoing restrictions are expressly agreed Company may not make any notation on its records or give instructions to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security the Transfer Agent that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, enlarge the restrictions contained on transfer set forth in this Section 1 4. Certificates, if any, for Securities subject to legend removal hereunder shall not apply be transmitted by the Transfer Agent to (a) the IPO Date Transactions, (b) Purchaser by crediting the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election account of the Company, shares of Common Stock) in accordance Purchaser’s prime broker with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired Depository Trust Company System as directed by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)such Purchaser.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Restrictions. ▇▇▇▇ hereby agrees that(a) Except as otherwise provided for in this Agreement, for the period described Restricted Stock Units or rights granted hereunder may not be sold, pledged, assigned,, hypothecated, transferred, or disposed of in any manner until the Restricted Stock Units become vested in accordance with Section 2 and the Shares are issued under Section 3. Any Shares issued by the Company pursuant to the grant of Restricted Stock Units under this Agreement shall not be transferable (within the meaning of the EESA), except to the extent permitted under the EESA. The period of time between the date hereof and the date the Restricted Stock Units become fully vested and transferable is referred to herein as the “Lock-Up Restriction Period”).” To enforce any restrictions on the Shares, it will notthe Administrator may require the Employee to deposit the certificates representing the Shares, without with stock powers or other transfer instruments approved by the prior written consent Administrator endorsed in blank, with the Company or an agent of the Company (which to hold in escrow until the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly transfer restrictions have lapsed or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwiseterminated. The foregoing Administrator may also cause a legend or legends referencing the transfer restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding placed on the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, certificates.
(b) If the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance Employee’s employment with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include Company is terminated at any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (time for any reason other than as a result of the IPO Employee’s death or “disability,” as defined in the EESA, prior to the Vesting Date Transactions(“Cessation of Employment”), all Restricted Stock Units granted hereunder shall, with no further action by the Company required, be forfeited by, and no further rights shall accrue to, the Post-IPO Reorganization Employee. In the event Employee’s employment with the Company terminates prior to the Vesting Date due to the Employee’s death or “disability,” as defined in the redemption EESA, and provided Employee’s rights in respect of OP the Restricted Stock Units held by ▇▇▇▇ have not previously terminated, the vesting of Employee’s Restricted Stock Units shall be accelerated, but the Shares shall not become transferable until the Restriction Period has lapsed, except to the extent permitted under the EESA.
(c) Employee shall be required to return to the Company the Restricted Stock Units or, where applicable, the fair market value of the Shares as of the consummation date they became transferable (without reduction for any Shares applied to satisfy tax withholding or other obligations in respect of such Shares), to the Post-IPO Reorganization)extent the Company determines that they were granted or issued based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues, gains or other performance metric criteria that are later found to be materially inaccurate, to the extent provided in the EESA, notwithstanding any vesting schedule herein.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp), Restricted Stock Unit Agreement (Cathay General Bancorp)
Restrictions. ▇▇▇▇ hereby agrees that(a) From and after the Closing Date, for neither Seller nor the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in partParent shall disclose, directly or indirectly, to any person or entity, or make use of, without the economic consequence express authorization of ownership IHS and Buyer, any non-public pricing strategies or records acquired by Buyer from Seller, any proprietary data or trade secrets acquired by Buyer from Seller or any financial or other information acquired by Buyer from Seller; provided that the foregoing restrictions shall not apply to any information which:
(i) is or becomes publicly known through no wrongful act on the part of Seller or Parent; or
(ii) is or becomes available to the disclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or
(iii) is approved for release by written authorization signed by Buyer or IHS; or
(iv) is required to be disclosed in accordance with applicable law; provided, however, prior to making any such disclosure the party required to make such disclosure shall provide Buyer with prompt notice of such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of such information and will disclose only that portion of the Lock-Up Securities, whether any such swap or transaction information as is required to be settled by delivery disclosed.
(b) Each of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security Seller and Parent acknowledges that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply 5.6 are reasonable and necessary to (a) protect the IPO Date Transactionslegitimate business interests of Buyer and IHS, (b) and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each of Seller and Parent agrees that upon the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption violation by any of units them of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election any of the Companyrestrictions contained in this Section 5.6, shares Buyer and IHS shall be entitled to obtain from any court of Common Stock) in accordance with competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law or equity, under this Agreement or otherwise, without the terms necessity of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include posting any OP Units bond or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)security whatsoever.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Integrated Health Services Inc), Asset Purchase Agreement (Mediq Inc)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and Section 1.14, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, the restrictions contained no such registration statement, detailed statement of circumstances, or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in this Section 1 shall not apply to (a) the IPO Date Transactionsaccordance with partnership interests, (bB) a limited liability company to its members or former members in accordance with their interest in the Post-IPO Reorganization limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (cE) to an Affiliated Party of the Holder, or (F) any transaction contemplated by Section 3(a)(iv) of the Common Stock Purchase Agreements between the Company and ▇▇▇▇’▇▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or▇▇▇▇▇▇, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions▇▇▇▇, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇, respectively, each dated as of September 17, 2007, provided in all cases enumerated in clauses (A) – (E) that the consummation transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Post-IPO Reorganization)Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2.
(b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
(c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification, or legend.
Appears in 2 contracts
Sources: Investor Rights Agreement (Fate Therapeutics Inc), Investor Rights Agreement (Fate Therapeutics Inc)
Restrictions. ▇▇▇▇ hereby agrees thatThe holder of this Option, for by acceptance hereof, represents, warrants and covenants as follows:
(a) This Option and the period described in Section 2 (right to purchase the “Lock-Up Period”), it will not, without Common Shares is personal to the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors holder and shall not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract be transferred to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfersperson, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging by will or other transactions would include without limitation any short sale or any purchase, sale or grant the laws of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securitiesdescent and distribution. Notwithstanding the foregoing, the restrictions contained Optionee may, at any time and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Common Shares to his spouse or children, or to a trust created by the Optionee for the benefit of the Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and in this Section 1 shall not apply to which the Optionee or members of his immediate family have all of the economic interests.
(b) The Company may postpone the issuance and delivery of Common Shares upon any exercise of the Option until (a) the IPO Date Transactions, admission of such Common shares to listing on any stock exchange or exchanges on which Common Shares of the Company of the same class are then listed and (b) the Postcompletion of such registration or other qualification of such Common Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Optionee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-IPO Reorganization existence with respect to such Common Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Common Shares in compliance with the provisions of that or any comparable act.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in The Company may cause the Operating Partnership (“OP Units”) for cash (or, at the election following legend to be set forth on each certificate representing Common Shares or any other security issued or issuable upon exercise of the Company, shares of Common Stock) in accordance with Option unless counsel for the terms Company is of the OP Agreement. For the avoidance of doubtopinion as to any such certificate that such legend is unnecessary: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof AS AMENDED (other than as a result of the IPO Date TransactionsTHE "ACT"), the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.
Appears in 2 contracts
Sources: Stock Option Agreement (Activision Inc /Ny), Stock Option Agreement (Activision Inc /Ny)
Restrictions. ▇▇▇▇ hereby agrees that(a) During the Restricted Period, for the period described in Section 2 (the “Lock-Up Period”), it Restricted Holder will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, sell, assign, transfer, pledge, sellhypothecate, contract to sell, sell any grant an option to purchase or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale otherwise dispose of, or otherwise announce the intention to so dispose of or transfer (A) of, any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), Restricted Securities or (ii) enter into any swap swap, hedge or any other similar agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Restricted Securities (the Lock-Up Securities, whether any such swap actions described in clause (i) or transaction is (ii) above being hereinafter referred to be settled by delivery of Common Stock or other securities, in cash or otherwiseas a “Disposition”). The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such Lock-Up Securities securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging the Restricted Holder.
(b) In addition, during the period of twelve (12) months commencing on the Closing Date of the Merger, the Restricted Holder will not, and the Restricted Holder will cause its Affiliates not to, directly or other transactions would include without limitation indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) with respect to any shares of Parent Common Stock, whether or not against the box, establish any purchase“put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of Parent Common Stock, sale borrow or pre-borrow any shares of Parent Common Stock, or grant of any other right (including including, without limitation limitation, any put or call option) with respect to any shares of ▇▇▇▇’▇ Lock-Up Securities the Parent Common Stock or with respect to any security that includes, relates to, is convertible into or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the restrictions set forth in Section 2(a) shall not apply to:
(i) if the Restricted Holder is a natural person, any transfers made by the Restricted Holder (A) to any member of the Immediate Family of the Restricted Holder or to a trust the direct or indirect beneficiaries of which are exclusively the Restricted Holder or members of the Restricted Holder’s Immediate Family, or (B) by bona fide gift, will or intestacy;
(ii) if the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfers to a charitable organization, or to any stockholder, partner, manager, director, officer, Affiliate, employee or member of, or owner of a similar equity interest in, the Restricted Holder or its Affiliates, as the case may be;
(iii) if the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfer made by the Restricted Holder:
(A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Restricted Holder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Restricted Holder’s assets, in any such Lockcase not undertaken for the purpose of avoiding the restrictions imposed by this Agreement,
(B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate of the Restricted Holder, or
(C) to any investment fund or other entity that controls or manages the Restricted Holder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the Restricted Holder) if such transfer is not for value;
(iv) if the Restricted Holder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value;
(v) any transfers of Restricted Securities to the Parent upon a vesting event or upon the exercise of options or warrants to purchase the Parent’s securities, in each case on a “cashless” or “net exercise” basis, including to cover tax withholding obligations of the Restricted Holder in connection with such vesting or exercise (and for the avoidance of doubt, any securities issued to the Restricted Holder upon such exercise shall be Restricted Securities subject to the restrictions set forth herein);
(vi) any transfers of the Restricted Securities pursuant to a court order or by operation of law, including pursuant to a domestic order or a negotiated divorce settlement;
(vii) any transfers of the Restricted Securities to the Parent pursuant to agreements under which the Parent has the option to repurchase such Restricted Securities or the Parent has a right of first refusal with respect to transfers of such Restricted Securities; or
(viii) any transfers of the Restricted Securities pursuant to a bona fide third-Up Securitiesparty tender offer, merger, consolidation or other similar transaction made to all holders of Restricted Securities involving a Change of Control of the Parent (it being further understood that this Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Restricted Securities or other securities of the Parent in, any such transaction or taking any other action in connection with any such transaction), provided that the restrictions set forth herein shall continue to apply should the completion of such transaction not occur, and provided, further, that such transaction has been approved by the Board of Directors of Parent. Notwithstanding provided, however, that
(A) in the foregoingcase of any transfer described in clause (i), (ii), (iii), (iv), or (vi) above, it shall be a condition to the transfer that the transferee execute and deliver to the Parent, not later than one Business Day prior to such transfer, a written agreement in substantially the form of this Agreement covering the transferred Restricted Securities for the balance of the Restricted Period (it being understood that any references to “Immediate Family” in the agreement executed by such transferee shall expressly refer only to the Immediate Family of the Restricted Holder and not to the Immediate Family of the transferee) and otherwise reasonably satisfactory in form and substance to the Parent;
(B) in the case of any transfer described in clause (i), (ii), (iii), (iv), (vi), or (x) above, such transfers are not required to be reported under Section 16 of the Exchange Act, and the Restricted Holder does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period (other than a filing on Form 5);
(C) in the case of any transfer to the Parent described in clause (v) above, if the transfer is required to be reported under Section 16 of the Exchange Act, any filing under Section 16 of the Exchange Act related to such transfer shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described in clause (v) above, (b) no shares were sold by the reporting person and (c) any remaining shares received upon exercise of an option or a warrant (net of any shares transferred in connection with such “cashless” or “net exercise” to cover tax withholding obligations) or the remaining vested shares are subject to a written agreement with the Parent in substantially the form of this Agreement for the balance of the Restricted Period;
(D) in the case of any transfer described in clause (viii) above, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities owned by the Restricted Holder shall remain subject to the restrictions contained in this Agreement; and
(E) in the case of clause (ix) above, no actual transfer or other Disposition of the Restricted Holder’s Restricted Securities registered pursuant to the exercise of such rights under clause (ix) shall occur during the Restricted Period.
(d) Furthermore, during the Restricted Period, the Restricted Holder may exercise any rights to purchase, exchange or convert any stock options granted to the Restricted Holder pursuant to the Parent’s equity incentive plans or awards existing after the closing of the Merger or warrants or any other securities held by the Restricted Holder after the closing of the Merger, which securities are convertible into or exchangeable or exercisable for Parent Common Stock, and the Restricted Holder agrees that the shares of Parent Common Stock received upon such exercise, purchase, exchange or conversion shall be and remain Restricted Securities subject to the terms of this Agreement.
(e) In addition, the restrictions set forth in Section 1 2(a) shall not apply to the repurchase of Restricted Securities by the Parent in connection with the termination of the Restricted Holder’s employment or other service with the Parent or any of its subsidiaries.
(f) Notwithstanding anything herein to the contrary, nothing herein shall prevent the Restricted Holder from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading Plan so long as there are no sales or other Dispositions of Restricted Securities under such plans during the Restricted Period; and provided that no public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Restricted Holder or the Parent during the Restricted Period regarding the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan.
(g) In the event that, during the Restricted Period, Parent waives any of the restrictions on the transfer of any Restricted Securities held by any executive officer or director of Parent or any holder of more than 1.0% of the outstanding Parent Common Stock of the Parent (on a fully-diluted basis) that is subject to a lock-up and no shorting agreement similar in terms or form to this Agreement, then Parent shall be deemed to have also waived, on the same terms, the restrictions set forth in this Agreement that would otherwise have applied to the undersigned on a pro-rata basis with respect to the same proportion of the undersigned Restricted Holder’s Restricted Securities subject to this Agreement as (x) the aggregate Restricted Securities held by such party receiving the waiver that is subject to the waiver bears to (y) the aggregate Restricted Securities held by such party that is subject to a lock-up agreement and no shorting agreement similar in terms or form to this Agreement. The provisions of this paragraph will not apply: (i) unless and until the Parent has first waived more than one percent (1%) of the Parent’s total outstanding Common Stock (determined as of immediately following the Private Placement Offering and giving effect thereto) from such prohibitions, (ii) (a) if the IPO Date Transactions, release or waiver is effected solely to permit a transfer not involving a disposition for value and (b) the Post-IPO Reorganization transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer, or (ciii) ▇▇▇▇’▇ redemption if the release or waiver is granted to a holder of units Restricted Securities in connection with an underwritten public offering during the Restricted Period, whether or not such offering is wholly or partially a secondary offering, of partnership interests securities pursuant to a registration statement under the Securities Act of 1933, as amended, provided that the undersigned Restricted Holder is offered the opportunity to participate in the Operating Partnership (“OP Units”) for cash (or, at offering on a pro rata basis. In the election event that any percentage of such Restricted Securities released from the restrictions set forth in this Agreement are subject to any restrictions of the Companytype set forth in this Agreement, shares of Common Stock) in accordance with the terms same restrictions shall be applicable to the release of the OP Agreementsame percentage of the undersigned’s Restricted Securities. For In the avoidance of doubtevent that, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactionsthis paragraph, the Post-IPO Reorganization or the redemption of OP Units any Restricted Securities held by ▇▇▇▇ as the undersigned are released from the restrictions imposed by this Agreement, Parent shall use commercially reasonable efforts to notify the undersigned within two Business Days thereafter that the same percentage of aggregate Restricted Securities held by the consummation of undersigned has been released from the Post-IPO Reorganization)restrictions set forth in this Agreement; provided that the failure to give such notice to the undersigned shall not give rise to any claim or liability against Parent.
Appears in 2 contracts
Sources: Lock Up and No Shorting Agreement (Kearny Venture Partners LP), Lock Up and No Shorting Agreement (Orbimed Advisors LLC)
Restrictions. ▇▇▇▇ hereby (a) Subject to this Section 1.2, Section 1.11, Section 2.2, Section 3.6 and Section 4.2 below, each Holder agrees that, not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 2.2, Section 3.5, Section 3.6, and Section 4, provided and to the parties acknowledge will require the approval of at least a majority extent such Sections are then applicable, and all obligations and duties of the members Holder from whom such transfer is being made with respect to any rights of the Board of Directors not affiliated with ▇▇▇▇)such transferor under this Agreement that are being assigned to such transferee, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend.
(d) In no event shall any Holder transfer any of such Holder’s Shares or Registrable Securities or any of its rights and duties under this Agreement to any Person or entity that is directly or indirectly a supplier, customer or competitor of the Company or any of the Company’s subsidiaries; provided, shares that a Holder may, subject to the other provisions of Common Stockthis Section 1.2 and Sections 1.11, 2.2, 3.6 and 4.2, transfer Shares or Registrable Securities to any Affiliate of such Holder or (i) in the case of a Holder which is a partnership, to a partner or former or retired partner of such partnership in accordance with partnership interests or (ii) in the terms case of a Holder who is a limited liability company, to a member or former member retired member in accordance with their interest in the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)limited liability company.
Appears in 2 contracts
Sources: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and by Section 1.14 hereof, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is to be settled by delivery Holder shall have furnished the Company with an opinion of Common Stock counsel or other securitiesevidence reasonably satisfactory to the Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) to any of its affiliates (including but not limited to an affiliated fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, each an “Affiliated Entity”), provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel or other evidence reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubtqualification, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 2 contracts
Sources: Registration Rights Agreement (Complete Genomics Inc), Investor Rights Agreement (Complete Genomics Inc)
Restrictions. ▇▇▇▇ hereby agrees that(a) During the Grantee's lifetime, the Option is not transferable (voluntarily or involuntarily) other than pursuant to a Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or the Grantee's court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the Option will pass upon the Grantee's death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the Option will pass by will or the laws of descent and distribution. Following the Grantee's death, the Option, if otherwise exercisable, may be exercised by the person to whom such option or right passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of this Agreement.
(b) Neither the period described Grantee nor any Permitted Transferee may sell, assign, transfer, pledge, encumber or dispose of any Unvested Shares (or securities issued in Section 2 respect thereof) prior to the vesting thereof except (the “Lock-Up Period”), it will not, without i) with the prior written consent of the Company Committee, to any person or entity, or (which ii)(A) to a trust or similar arrangement established primarily for the parties acknowledge will require the approval of at least a majority benefit of the members Grantee or the Grantee's immediate family members, (B) to the spouse or any lineal descendant of the Board Grantee or (C) to an entity that is controlled by the Grantee and that continues to be controlled by the Grantee at all times while such entity owns any Unvested Shares, with "control" meaning the possession, direct or indirect, of Directors not affiliated with ▇▇▇▇)the power to direct or cause the direction of the management and policies of an entity, directly whether through the ownership of voting securities, by contract or indirectly: otherwise (any person or entity described in clause (i) offeror clause (ii) of this Section 8(b), a "Permitted Transferee"), so long as any such sale, assignment, transfer, pledge, sell, contract encumbrance or disposition does not subject the Company to sell, sell any option additional legal requirements or contract restrictions or to purchase, purchase any option liability or contract obligation and provided that any Unvested Shares transferred to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as a Permitted Transferee of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is Grantee will continue to be settled by delivery subject to the provisions of Common Stock or other securitiesthis Agreement. Any Permitted Transferee of Unvested Shares shall, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any such Unvested Shares, be deemed the Grantee for purposes of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part the exercise by the Company of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in repurchase rights pursuant to Section 7(b) of this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Malone John C), Non Qualified Stock Option Agreement (Liberty Media International Inc)
Restrictions. ▇▇▇▇ hereby agrees i. The Holder acknowledges that, for unless the period described conditions of the issuance of unrestricted Warrant ADSs have been satisfied, the Warrant ADSs acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws. The certificate(s) or book-entry statement(s) representing any Warrant ADSs issued pursuant to this Warrant, except as set forth below, may bear a restrictive legend in Section 2 substantially the following form (the and stop transfer instructions may be placed against transfer of any such Warrant ADSs): THE ORDINARY SHARES UNDERLYING THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Lock-Up PeriodACT”), it will not, without OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT THESE SECURITIES (INCLUDING THE ORDINARY SHARES UNDERLYING SUCH SECURITIES) MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM).
ii. Upon the prior written consent of request by the Holder to the Company (which if, at the parties acknowledge will require time of such request, the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: Investor (i) offeris not, pledgeand has not been during the preceding three months, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election an Affiliate of the Company, shares of Common Stock(ii) has held the applicable Purchase Agreement Securities subject to such request for at least one year as determined in accordance with the terms Rule 144, (iii) all of the OP Agreement. For other requirements of Rule 144 for the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result resale of the IPO Date TransactionsWarrant ADSs subject to such request are satisfied and (iv) concurrently with such request, the PostHolder delivers to the Company, its counsel, the Transfer Agent, and the ADS Depositary a customary written certification that the requirements set forth in the foregoing clauses (i) through (iii) are accurate, the Company shall, no later than one (1) Trading Day following the delivery by the Holder to the Transfer Agent and/or ADS Depositary, as applicable, of one or more legended certificates or book-IPO Reorganization or entry statements representing any Warrant ADSs subject to such request, together with such other documentation from the redemption of OP Units held Holder and its designated broker-dealer as the Transfer Agent and/or ADS Depositary, as applicable, deem reasonably necessary and appropriate, authorize the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer thereof) contemplated by ▇▇▇▇ Section 5(g)(i) affixed to the Warrant ADSs (as applicable) subject to such request. At the times the Company authorizes the removal of the consummation Securities Act restrictive legends on the Warrant ADSs subject to such request (and any stop transfer instructions placed against transfer thereof) pursuant to this Section 5(g)(ii), the Company shall, at its sole expense, use its commercially reasonable efforts to cause its legal counsel to issue to the Transfer Agent and/or ADS Depositary, as applicable, a legal opinion or direction letter authorizing the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legends contemplated by Section 5(g)(i) on the Warrant ADSs (as applicable) subject to such request (which legal opinion or direction letter may be delivered to the Transfer Agent and/or ADS Depositary, as applicable, in advance setting forth the conditions to the removal of such legends). The Company shall be responsible for the Postfees of its Transfer Agent and ADS Depositary and the Company’s legal counsel associated with any such legend removals. If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent and/or ADS Depositary, as applicable, in accordance with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder, the cost of which shall be borne by the Company. The Holder further understands and agrees that (i) the Warrant ADSs will be subject to secondary trading restrictions under the Corporations Act (ii) the Company does not represent or warrant, has not represented or warranted (either express or implied), at any time, that the Company has or will satisfy the criteria required under the Corporations Act to permit the Holder to transfer and on-IPO Reorganization)sell the Warrant ADSs and the Ordinary Shares underlying those Warrant ADSs without restriction following the issuance of such securities; and (iii) the Company is under no obligation under this Agreement or otherwise to take any action to enable the Holder to transfer or sell the Warrant ADSs or Ordinary Shares underlying the Warrant ADSs.
Appears in 2 contracts
Sources: Purchase Agreement (Kazia Therapeutics LTD), Warrant Agreement (Kazia Therapeutics LTD)
Restrictions. ▇▇▇▇ hereby agrees that(a) Other than sales, for transfers, or other dispositions to the period described in Section 2 (the “Lock-Up Period”)Investors and other than sales, it will not, without the prior written consent transfers or other dispositions of the Company (which Additional Shares by the parties acknowledge will require the approval of at least a majority Persons holding such Additional Shares, none of the members of the Board of Directors not affiliated with ▇▇▇▇), directly Investors or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in parttheir Affiliates, directly or indirectly, may sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities for a period of one year after the economic consequence of ownership of Closing Date. During the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ period commencing one year from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoingClosing Date, the restrictions contained in Investors, directly or indirectly, may sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities (i) to another Investor (provided that such Investor is a signatory to this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization Agreement or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orhas executed, at the election time of such sale, transfer or other disposition, a joinder in which it shall agree to be bound by the Companyprovisions of this Agreement to the same extent as the Investors signatory hereto), shares of Common Stock(ii) in accordance with Rule 144 under the Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable) and otherwise subject to compliance with the Securities Act, (iii) in a registered public offering or a non-registered offering subject to an applicable exemption from the registration requirements of the Securities Act in a manner calculated to achieve a Broad Distribution, (iv) in a Third Party Offer if and to the extent permitted under Section 3.03 or (v) which are Additional Shares.
(b) If, during the Hexcel Option Period, any of the Investors proposes to sell, transfer or otherwise dispose of Beneficial Ownership of any Voting Securities in accordance with this Section 4.01 (other than transfers (i) to another Investor, (ii) in accordance with Rule 144 under the Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable), (iii) in a manner calculated to achieve a Broad Distribution or in a Third Party Offer if and to the extent otherwise permitted pursuant to the provisions of this Agreement or (iv) of Additional Shares), the applicable Investor shall notify Hexcel of such proposed transfer and the price thereof, and Hexcel shall have the option for a period of 90 days after receipt of such notice, to purchase or cause its designee to purchase from such party all of such Voting Securities. If Hexcel or its designee does not exercise its option prior to the expiration of such 90 day period or if the offer does not result in a purchase by Hexcel or its designee, then the applicable Investor shall have 90 days from the earlier of receipt of a notice from Hexcel, on behalf of itself and any designee, stating its intention not to exercise its option pursuant to this Section 4.01, or the expiration of the 90 days from the receipt by Hexcel of the original notice, to consummate the proposed transaction with any other Person solely at a price that is no less than the price as stated in its notice to Hexcel pursuant to this Section 4.01, subject to the terms of the OP this Agreement. For Upon any downward change in the avoidance price per security of doubtthe proposed transfer subsequent to the receipt by Hexcel of the original notice, Lock-Up the applicable Investor shall notify Hexcel of such change and Hexcel shall have the option for a period of 90 days after receipt of such notice, to purchase or cause its designee to purchase from such Investor such Voting Securities for the same consideration per security and on the same terms as are stated in such notice. The closing of any purchase of Voting Securities by Hexcel or its designee pursuant to this Section 4.01(b) shall take place as soon as practicable following the delivery by Hexcel of written notice to the applicable Investor of its intent to exercise the option pursuant to this Section 4.01(b) or, if later, the expiration of any prohibition referred to in the proviso to the first sentence of this Section 4.01(b), or at such other time and place as the parties to the transaction may agree. At such closing, the applicable Investor shall deliver certificates representing the Voting Securities to be transferred, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, and such Voting Securities shall not include be free and clear of any OP Units liens, claims or shares of Common Stock acquired by ▇▇▇▇ after the date hereof encumbrances (other than as restrictions imposed pursuant to applicable federal and state securities laws) and the applicable Investor shall so represent and warrant that it is the record and beneficial owner of such Voting Securities.
(c) If Hexcel or its designee does not exercise its option in accordance with this Section 4.01 or if the offer does not result in a result purchase by Hexcel or its designee, or if any of the IPO Date TransactionsInvestors proposes to sell, transfer or otherwise dispose of Beneficial Ownership of any Voting Securities after the Hexcel Option Period (other than transfers to another Investor), then, prior to any such transfer, the Post-IPO Reorganization or applicable Investor shall cause any proposed transferee of Beneficial Ownership of Voting Securities, that together with their Affiliates, to their knowledge after due inquiry, would Beneficially Own more than 5% of the redemption then outstanding Voting Securities upon consummation of OP Units held by ▇▇▇▇ as the proposed transfer, to agree in writing with Hexcel, for a period of three years from the consummation of the Post-IPO Reorganizationproposed transfer, to be bound by provisions substantially equivalent to, or more favorable to Hexcel than, those contained in (i) Section 2.07(b), and (ii) Section 3.01(a) of this Agreement, to the same extent that the Investors would be bound if they Beneficially Owned the Voting Securities Beneficially Owned by such transferee.
(d) Notwithstanding anything to the contrary in this Agreement, none of the Investors or their Affiliates may, directly or indirectly, acquire, sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities if such acquisition, sale, transfer or other disposition would result in a default or acceleration of amounts outstanding under the Debt Instruments, unless prior to the consummation of such acquisition, sale, transfer or other disposition, any required consents under the Debt Instruments to effect such acquisition, sale, transfer or disposition shall have been obtained.
Appears in 2 contracts
Sources: Governance Agreement (Goldman Sachs Group Inc), Governance Agreement (Hexcel Corp /De/)
Restrictions. ▇▇▇▇ hereby (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.
(b) The Purchaser agrees thatto the imprinting, for so long as is required by this Section 4.1, of a legend on any of the period described Securities in Section 2 the following form: THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the THE “Lock-Up PeriodSECURITIES ACT”), it will notAND, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)ACCORDINGLY, directly or indirectly: (i) offerMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, pledgeOR IN A TRANSACTION NOT SUBJECT TO, sellTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Auddia Inc.)
Restrictions. ▇▇▇▇ hereby During performance of the Agreement, SI&A may provide materials or disclose to District certain materials or information which SI&A considers proprietary or confidential (“SI&A Confidential Information”). SI&A Confidential Information includes but is not limited to SI&A’s training handbooks; policy manuals; instructions; copyrighted checklists and forms; all written, oral, electronic, or visual information or data which are non-public, confidential, competitively sensitive, personal, or proprietary in nature; the materials and/or the information provided by SI&A to District (whether before or after the execution of this Agreement); information contained in any and all pending patent applications by SI&A; trade secrets belonging to SI&A; any and all software owned and/or created by SI&A including but not limited to the Software; manuals; forms; data; data tables; draft letters; questionnaires; and similar information, material, or documents; and any and all copies of the foregoing. Therefore, the rights granted to District in this Agreement are subject to the following:
a) District acknowledges the confidential and proprietary nature of the SI&A Confidential Information and agrees that, for to hold and keep the period described SI&A Confidential Information confidential and otherwise agrees to each and every restriction and obligation set forth in Section 2 this Agreement. District shall use the SI&A Confidential Information solely as part of the services provided under this Agreement and solely during the term of this Agreement (the “Lock-Up PeriodAuthorized Uses”). District shall not use or permit any of its employees to use any of the SI&A Confidential Information for any reason or purposes other than the Authorized Uses. Uses that are not Authorized Uses include, but are not limited to, those uses explicitly set forth below;
b) District shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the A2A Service, Software, related materials pertinent to A2A Materials (the “A2A Materials”), it will notand/or any SI&A Confidential Information available to any third party other than an Authorized User;
c) District shall not modify, without make derivative works of, disassemble, reverse compile, or reverse engineer any part of the A2A Service, Software, A2A Materials, or SI&A Confidential Information or access the A2A Service, Software, A2A Materials, or SI&A Confidential Information in order to build a similar or competitive product, software, or service or to assist any third party in building a similar or competitive product, software, or service, including, but not limited to, accessing the A2A Service, Software, A2A Materials or SI&A Confidential Information for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
d) Except as expressly stated herein, no part of the A2A Service, Software, A2A Materials, or SI&A Confidential Information may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or otherwise disclosed in any form or by any means (including but not limited to electronic, mechanical, photocopying, recording, or other means) except with the express prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority SI&A;
e) District shall not disclose any review of the members A2A Service or Software (including but not limited to the results of any performance tests) to any third party without SI&A's prior written approval;
f) District agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Board of Directors not affiliated with ▇▇▇▇)A2A Service, directly or indirectly: (i) offerSoftware, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofA2A, or otherwise dispose of the SI&A Confidential Information (or transfer any portion thereof);
g) District acknowledges and agrees that SI&A or its third-party providers shall own all right, title and interest in and to all intellectual property rights (Aincluding all derivatives or improvements thereof) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of in the consummation of the Post-IPO Reorganization (collectivelyA2A Service, Software, the “Lock-Up Securities”)A2A Materials, and SI&A Confidential Information and any suggestions, enhancement requests, feedback, recommendations or (ii) enter into any swap other information provided by District or any other agreement party relating to the A2A Service, Software or the A2A Materials;
h) District agrees that District shall not for any reason direct, recommend, or encourage an employee to disclose an Authentication Credential to District, any other employee of District, or any transaction third party;
i) District agrees that transfersDistrict shall not use the SI&A Confidential Information, in whole or in part, whether directly or indirectly, to assist, whether directly or indirectly, any business that competes with SI&A;
j) District agrees that District shall not use the economic consequence SI&A Confidential Information in any way, shape, or form after the expiration or termination of ownership this Agreement;
k) District agrees that District shall not permit any use of the Lock-Up Securities, whether any such swap SI&A Confidential Information by a third party other than District except with the express prior written consent of SI&A;
l) District agrees that District shall not use or transaction is permit to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging used the SI&A Confidential Information in any hedging way, shape, or other transaction which is designed to form that attributes the SI&A Confidential Information as having been created, developed, prepared, derived, designed, protected, or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of owned by someone any person other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation SI&A;
m) District agrees that District shall not use the SI&A Confidential Information in any short sale or way that is detrimental to the interests of SI&A;
n) District shall carefully restrict access to the Services, Software, Materials, and SI&A Confidential Information to only those of District’s employees who (i) require such access in order to perform their job duties, and (ii) are informed by District of the confidential nature of SI&A Confidential Information and the obligations pursuant to this Agreement, including, but not limited to, the provisions of Sections 4.1 and 4.2 of this Agreement; and
o) District acknowledges and agrees that all of the restrictions of this section shall apply to any purchase, sale or grant SI&A Confidential Information provided to the District as part of any right (including without limitation any put negotiations for the renewal or call option) with respect to any extension of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 2 contracts
Sources: Software & Services Agreement, Software & Services Agreement
Restrictions. (a) No Stockholder shall sell, assign, pledge, hypothecate, deposit in any voting trust, or in any manner, transfer or dispose of any of the Securities or any right or interest therein, to any Person (each such action, a "Transfer") except as permitted by this Agreement.
(b) From and after the date hereof, all share certificates representing Securities held by any of the Stockholders shall bear a legend which shall state as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 10, 2000, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT HAS BEEN FILED IN THE OFFICE OF THE COMPANY LOCATED AT ▇ ▇▇▇▇▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)▇▇▇ ▇▇▇▇▇▇, directly or indirectly: (i) offer▇▇▇▇▇▇, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇ ▇▇▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or WHERE THE SAME MAY BE INSPECTED DAILY DURING BUSINESS HOURS.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in In addition to the Operating Partnership (“OP Units”legend required by Section 2.1(b) for cash (orabove, at the election all share certificates representing Securities held by any of the CompanyStockholders shall bear a legend which shall state as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, shares AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS."
(d) Promptly upon execution and delivery of Common Stock) this Agreement, each Stockholder shall deliver to the Secretary of the Company all certificates then held by such Stockholder representing Securities which do not have such legends affixed thereto as are required by Section 2.1 above. The Company shall cause such legends to be affixed promptly to each of such certificates and such certificates to be returned promptly to the registered Holder thereof. The Company agrees that it will not cause or permit the Transfer of any Securities to be made on its books unless the Transfer is permitted by this Agreement and has been made in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)hereof.
Appears in 2 contracts
Sources: Employment Agreement (Auster Charles), Stockholders Agreement (Db Capital Partners Inc)
Restrictions. ▇▇▇▇ hereby (a) Subject to this Section 1.2, Section 1.11 and Section 4.2 below, each Holder agrees that, not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 3.5, and Section 4, provided and to the parties acknowledge will require the approval of at least a majority extent such Sections are then applicable, and all obligations and duties of the members Holder from whom such transfer is being made with respect to any rights of the Board of Directors not affiliated with ▇▇▇▇)such transferor under this Agreement that are being assigned to such transferee, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units qualification or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 2 contracts
Sources: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)
Restrictions. ▇▇▇▇ hereby The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The Holder agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of this Warrant or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the consummation Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Post-IPO Reorganization Act) shall be stamped or imprinted with a customary restricted securities legend. The Holder further represents as follows:
(collectivelyi) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the “Lock-Up Securities”public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Act; provided, however, that, subject to Section 4(a)(ii), the Holder may transfer this Warrant to other any FINRA member firms participating in the offering and the officers or partners thereof.
(ii) enter into any swap or any other agreement or any The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction that transfersnot involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in whole or in part, directly or indirectlycertain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
(iii) The Holder acknowledges that it can bear the economic consequence and financial risk of ownership its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, investment in cash or otherwisethe Warrant and the Warrant Shares. The foregoing restrictions are expressly agreed Holder has had an opportunity to preclude ▇▇▇▇ ask questions and receive answers from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition the Company regarding the terms and conditions of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed the offering of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchasethe Warrant and the business, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includesproperties, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election prospects and financial condition of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 2 contracts
Sources: Underwriting Agreement (NY Residential REIT, LLC), Underwriting Agreement (NY Residential REIT, LLC)
Restrictions. ▇▇▇▇ hereby agrees that(a) If CTI determines that the Novuspharma Shareholder is an affiliate of CTI following the Effective Time (as the term “affiliate” is used for purposes of Rule 145 under the Securities Act of 1933, for the period described in Section 2 (the “Lock-Up Period”as amended), it CTI will notgive stop transfer instructions to its transfer agent with respect to any shares of CTI Common Stock that are issued to such Novuspharma Shareholder, and there will be placed on the certificates representing such shares of CTI Common Stock, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”
(b) The legend set forth above will be removed (by delivery of a substitute certificate without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇such legend), directly or indirectly: and CTI shall so instruct its transfer agent, if the Novuspharma Shareholder delivers to CTI (i) offersatisfactory written evidence that the shares evidenced thereby have been sold in compliance with Rule 145 (in which case, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as substitute certificate shall be issued in the name of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”transferee), or (ii) enter into any swap or any other agreement or any transaction that transfersan opinion of counsel, in whole or in partform and substance reasonably satisfactory to CTI, directly or indirectly, to the economic consequence of ownership effect that public sale of the Lock-Up Securities, whether any such swap or transaction shares evidenced thereby by the holder thereof is no longer subject to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Rule 145.
Appears in 2 contracts
Sources: Shareholder Agreement (Cell Therapeutics Inc), Shareholder Agreements (Cell Therapeutics Inc)
Restrictions. ▇▇▇▇ hereby Unless as otherwise permitted under any other contract between PRG and Strategic II, Strategic II agrees that if it should resell or otherwise transfer the Shares it will do so only:
(a) to PRG, any affiliate thereof, or as specified in Section 4.10 hereof;
(b) to an accredited investor, including to any affiliate of Strategic II, that, for prior to the period transfer, furnishes to PRG a signed letter containing representations and agreements relating to the restrictions on transfer of the Shares reasonably acceptable to PRG and, if PRG requests, an opinion of counsel reasonably acceptable to PRG to the effect that the transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
(c) pursuant to another available exemption from registration provided under the Securities Act, if available, provided that the representations and agreements and opinion described in Section 2 (b) above are delivered, if requested by PRG; or
(d) pursuant to a registration statement which has been declared effective under the “Lock-Up Period”)Securities Act and which continues to be effective at the time of such transfer. Strategic II agrees that it will give each person to whom it transfers such Shares notice of any restrictions on transfer of such Shares, if then applicable. Strategic II acknowledges that PRG will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its purchase of the Shares are no longer accurate, it will not, without the prior written consent shall promptly notify PRG. Strategic II acknowledges that none of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectivelyPRG, the “Lock-Up Securities”), or (ii) enter into any swap Sellers or any other agreement person representing PRG or the Sellers has made any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is representation to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) it with respect to PRG or the offering or sale of any of ▇▇▇▇’▇ Lock-Up Securities or Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to it and upon which it is making its investment decision with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Shares.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Blum Capital Partners Lp), Stock Purchase Agreement (Blum Capital Partners Lp)
Restrictions. ▇▇▇▇ hereby Each such Selling Stockholder severally covenants and agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: that (i) offer, pledge, sell, contract to sell, it will not offer or sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for Resale Securities under the sale of, or otherwise dispose Resale Registration Statement until it has acknowledged receipt of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as copies of the consummation of Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and notice from Serologicals that the PostResale Registration Statement and any post-IPO Reorganization (collectively, the “Lock-Up Securities”), or effective amendments thereto have become effective; (ii) upon receipt of any notice from Serologicals contemplated by Section 3.1 or the receipt of a notice from Serologicals of the happening of an event as a result of which (a) the Resale Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein not misleading or (b) the Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Selling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if so directed by Serologicals, each Selling Stockholder will deliver to Serologicals (at the expense of Serologicals) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the SEC as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; and (v) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Serologicals shall reasonably request to ensure compliance with clause (iv) and (v) above. Notwithstanding any swap provision in this Rights Agreement to the contrary, Serologicals shall have no obligation under or any other agreement pursuant to Section 2 or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence Section 3 of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) this Rights Agreement with respect to any Selling Stockholder who violates the provisions of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)3.2.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees thatThe holder of this Option, for by acceptance hereof, represents and warrants as follows:
(a) This Option and the period described in Section 2 (right to purchase Shares hereunder is personal to the “Lock-Up Period”)holder and shall not be transferred to any other person, it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: other than (i) offer, pledge, sell, contract to sell, sell any option by will or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose laws of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)descent and distribution, or (ii) enter into pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any swap way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void.
(b) The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION.
(c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Corporation at its discretion may impost restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)law.
Appears in 1 contract
Sources: Stock Option Agreement (Blech Isaac)
Restrictions. ▇▇▇▇ hereby agrees that(a) Notwithstanding the other provisions of this Clause 14, a Party may disclose Confidential Information which would otherwise be subject to the provisions of Clause 14.1, and may retain Confidential Information referred to in Clause 14.3, if and to the extent:
(i) it is required by applicable law to which such Party is subject or for the period described purpose of any judicial proceedings;
(ii) it is required by any Authority to which it is subject or submits (whether or not the requirement for information has the force of law);
(iii) it is disclosed on a strictly confidential basis to its Associated Companies, its Representatives (or to the Representatives of its Associated Companies) or a bona fide purchaser of Shares on a need to know basis;
(iv) it was lawfully in Section 2 its possession or in the possession of any of its Associated Companies or Representatives (in either case as evidenced by written records) free of any restriction as to its use or disclosure prior to it being so disclosed;
(v) the “Lock-Up Period”), it will not, without information has come into the public domain through no fault of that Party or any of its Associated Companies or Representatives;
(vi) each of the other Parties concerned has given prior written consent of to the Company disclosure; or
(which vii) it is required to enable that Party to perform this Agreement or enforce its rights under this Agreement, and provided that, to the parties acknowledge will require extent permitted by applicable law and otherwise reasonable and practicable in the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)circumstances, directly or indirectly: any Confidential Information to be disclosed in reliance on paragraphs (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter above shall be disclosed only after consultation with each of the other Parties concerned and the Party intending to disclose the Confidential Information shall take into account the reasonable comments or requests of such other Parties.
(b) Each of the Parties agrees that it shall not use Confidential Information for any swap or any purpose other agreement or any transaction that transfers, than in whole relation to the proper performance of its obligations and exercise of its rights under this Agreement (and the transactions contemplated hereby) or in part, directly or indirectly, connection with the economic consequence of ownership Business.
(c) Each of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect Parties undertakes that it shall only disclose Confidential Information to any of ▇▇▇▇’▇ Lock-Up Securities its Associated Companies and Representatives if it is reasonably required for the purposes connected with this Agreement and only if the relevant Associated Company or with respect Representative is informed of the confidential nature of the Confidential Information and accepts equivalent restrictions to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding those accepted by the foregoing, Party who discloses the Confidential Information.
(d) The restrictions contained in this Section 1 Clause 14.2 shall not continue to apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption after termination of units of partnership interests this Agreement without limit in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)time.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Ctrip Com International LTD)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and Section 1.12, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap Holder shall have furnished the Company either with (x) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (y) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transaction is to be settled by delivery transfer of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or such Registrable Securities without registration will not result in a sale or disposition recommendation by the staff of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would the SEC that action be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) taken with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates tothereto, or derives any significant part of its value from (z) such Lock-Up Securitiesother evidence reasonably satisfactory to the Company that the proposed dispositions may be effected without registration under the Securities Act. Notwithstanding the foregoing, no such registration statement, opinion of counsel, “no action” letter or other evidence shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation or to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (D) in the case of Beacon, to an Affiliate, or (E) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.12 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) the Post-IPO Reorganization Each certificate representing Registrable Securities shall be stamped or (c) ▇▇▇▇’▇ redemption of units of partnership interests otherwise imprinted with legends substantially in the Operating Partnership following forms (“OP Units”) for cash (or, at the election of in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, shares of Common Stock) in accordance with the terms of the OP AgreementAS AMENDED. For the avoidance of doubtSUCH SHARES MAY NOT BE SOLD, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsTRANSFERRED, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
Appears in 1 contract
Sources: Investor Rights Agreement (Coherus BioSciences, Inc.)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of From and after the consummation of the Post-IPO Reorganization (collectivelyClosing Date, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in partno Group Participant shall disclose, directly or indirectly, to any person or entity, or make use of, without the economic consequence express authorization of ownership IHS and Buyer, any non-public pricing strategies or records of either Seller, any proprietary data or trade secrets owned by either Seller, Buyer or IHS or any financial or other information about any of them ("CONFIDENTIAL INFORMATION"); provided that the foregoing restrictions shall not apply to any information which:
(I) is or becomes generally known to the public through no wrongful act on the part of any Seller or Shareholder; or
(II) is or becomes known to the disclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or
(III) is approved for release by written authorization signed by Buyer; or
(IV) is required to be disclosed in accordance with applicable law; provided, however, prior to making any such disclosure the party required to make such disclosure shall provide Buyer with prompt notice of such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of such information and will disclose only that portion of the Lock-Up Securities, whether any such swap or transaction information as is required to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right disclosed.
(including without limitation any put or call optionB) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security Each Group Participant acknowledges that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply 10.3 are reasonable and necessary to (a) protect the IPO Date Transactionslegitimate business interests of Buyer and IHS, (b) and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each Group Participant agrees that upon the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption violation by any of units them of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election any of the Companyrestrictions contained in this Section 10.3, shares Buyer and IHS shall be entitled to obtain from any court of Common Stockcompetent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law or equity, under this Agreement or otherwise.
(C) in accordance with Until Closing, or earlier termination of this Agreement, the terms provisions of Paragraph 12 of the OP Agreement. For Letter of Intent among the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after parties hereto (the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ "LETTER OF INTENT") dated as of the consummation of the Post-IPO Reorganization)January 9, 1996, and as extended from time to time, shall survive.
Appears in 1 contract
Sources: Asset Purchase Agreement (Integrated Health Services Inc)
Restrictions. ▇▇▇▇ hereby agrees thatThe Shares issued to Shaikh pursuant to the terms of the Unit Purchase Agreement shall be subject, for in addition to restrictions imposed by applicable securities laws, to the period described in Section 2 following transfer restrictions:
2.1 (i) the Shares shall be “restricted shares” within the meaning of Regulation D and Rule 144 under the Securities Act of 1933, as amended (the “Lock-Up PeriodAct”), it will not, without and may not be offered or sold unless such offer or sale is registered under the prior written consent Act or an exemption from registration is available; (ii) the provisions of Rule 144 under the Act shall permit resale of the Shares only under limited circumstances and such Shares must be held by Shaikh for at least six (6) months following issuance of such Shares before they can be resold pursuant to Rule 144 and then may be resold only in accordance with the requirements of Rule 144 (and any other applicable legal requirements); (iii) Shaikh hereby agrees to comply with the requirements of Rule 144 applicable to affiliates of the Company (which the parties acknowledge will require the approval of at least a majority even if Shaikh is not an affiliate of the members Company under the Act), that impose limitations on the amount of securities sold in any three-month period by affiliates of the Board Company under Rule 144(e) (it being understood that such requirements shall apply despite Shaikh’s separation from Avelead pursuant to that certain Confidential Separation Agreement and General Release of Directors Claims by and between Shaikh and Avelead); and (iv) Shaikh hereby agrees to not affiliated with ▇▇▇▇)permit the Shares to be encumbered by any Lien (as defined in the Unit Purchase Agreement) within six (6) months following issuance of such Shares; provided, directly or indirectly: (ithat the restrictions in Section 2.1(iii) offer, pledge, sell, contract shall expire upon the earliest to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as occur of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to following events: (a) the IPO Date Transactionsconclusion of the Second Earnout Measurement Period (as defined in the Unit Purchase Agreement), (b) the Post-IPO Reorganization date on which Shaikh holds less than 1% of the issued and outstanding voting securities of the Company, on a fully diluted basis, or (c) ▇▇▇▇’▇ redemption upon a Change of units of partnership interests Control Transaction (as defined in the Operating Partnership (“OP Units”Unit Purchase Agreement); provided further, that the restrictions in Section 2.1(iii) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired apply if such resales are approved in writing by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).Company prior to their execution;
Appears in 1 contract
Sources: Restricted Stock Agreement (Streamline Health Solutions Inc.)
Restrictions. ▇▇▇▇ hereby (a) Subject to Section 1.11, each Holder agrees that, not to make any disposition of all or any portion of Shares or Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and Section 1.13, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units qualification or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Sources: Investor Rights Agreement (OncoMed Pharmaceuticals Inc)
Restrictions. ▇▇▇▇ hereby agrees that(a) No Stockholder shall, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)voluntarily or involuntarily, directly or indirectly: (i) offer, sell, assign, donate, hypothecate, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellencumber, grant any option, right a security interest in or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or in any other agreement or manner transfer, any transaction that transfersRegistrable Securities, in whole or in part, directly or indirectlyany other right or interest therein, or enter into any transaction which results in the economic consequence equivalent of ownership a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer.
(b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state:
(i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all of the Lock-Up Securitiesterms, whether conditions and provisions of that certain Stockholders Agreement, dated as of October 1, 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.”
(ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any such swap state securities laws. The securities have been acquired for investment and may not be sold or transaction transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.”
(c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be settled made on its books and records unless such Transfer is permitted by delivery this Agreement and has been made in accordance with the terms hereof.
(d) Each Stockholder agrees that it will not effect any Transfer of Common Stock Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act or other securitiespursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (ii) in accordance with all applicable Laws (including, in cash or otherwise. without limitation, all securities laws).
(e) The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 2.1 shall not apply to (a) expire on the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election first anniversary of the Company, shares date of Common Stock) in accordance with the terms of the OP this Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby (a) The Shares may only be disposed of in compliance with state and federal securities laws. The Purchaser agrees thatthat the Shares may not be sold or transferred, for other than pursuant to an effective registration statement, unless the period described Company is furnished with an opinion of counsel reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, stating that such sale or transfer is exempt from the registration requirements of the Securities Act.
(b) The Purchaser understands that any certificates representing the Shares shall bear a legend substantially in Section 2 the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
(c) The foregoing legend shall be removed from the “Lock-Up Period”)certificate evidencing the Shares and the Company shall, it will notor shall cause the Transfer Agent to, issue, no later than five Business Days after receipt of a request from the Purchaser, a certificate or certificates evidencing all or a portion of the Shares, as requested by the Purchaser, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectlysuch legend if: (i) offersuch Shares have been resold under an effective registration statement under the Securities Act, pledge(ii) such Shares have been transferred in compliance with Rule 144, sell, contract (iii) all of such Shares are eligible for resale pursuant to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for Rule 144 under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act without restriction, or (iiiv) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectlythe Purchaser shall have provided the Company with an opinion of counsel reasonably acceptable to the Company, the economic consequence form and substance of ownership of which opinion shall be reasonably satisfactory to the Lock-Up SecuritiesCompany, whether any stating that such swap or transaction is to Shares may lawfully be settled by delivery of Common Stock or other securities, in cash or otherwisetransferred without registration under the Securities Act and that the foregoing legend may be removed following such transfer. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging on transfer and sale of Shares contained in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) this Section 4.1 shall terminate with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from Shares for which a certificate has been issued without such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Sources: Stock Purchase Agreement (Paratek Pharmaceuticals, Inc.)
Restrictions. ▇▇▇▇ hereby agrees that(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, for unless a contrary indication appears in this Agreement, shall specify the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (date or dates upon which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly relevant cancellation or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction prepayment is to be settled by delivery made and the amount of Common Stock that cancellation or other securitiesprepayment.
(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, in cash subject to any Break Costs, without premium or otherwise. penalty.
(c) The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in Borrower may not reborrow any hedging or other transaction part of the Facility which is designed to prepaid.
(d) The Borrowers shall not repay or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale prepay all or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, Loan or cancel all or any part of the restrictions contained Commitments except at the times and in the manner expressly provided for in this Section 1 Agreement.
(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
(f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.
(g) Clause 7.4 (Mandatory Prepayment of Proceeds) shall not apply to the extent that it would be unlawful to do so, provided that the Borrower has (aand it shall procure that the relevant member(s) of the IPO Date TransactionsGroup have) used all reasonable endeavours to:
(i) avoid such unlawfulness and to pay such Net Proceeds into an account which is subject to security, in form and substance satisfactory to the Security Agent (bacting reasonably), in favour of the Lenders to secure all of the obligations of the Obligors under the Finance Documents; and
(ii) facilitate cash movement within the Post-IPO Reorganization or Group (c) ▇▇▇▇’▇ redemption of units of partnership interests in taking into account the Operating Partnership (“OP Units”) need for cash (or, at the election resources of relevant members of the CompanyGroup) to enable an amount equal to the prepayment to be made, shares of Common Stock) in accordance with until the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)relevant unlawfulness no longer applies.
Appears in 1 contract
Sources: Single Currency Term Facility Agreement (General Geophysics Co)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by the parties acknowledge will require the approval terms of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)this Agreement, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act; provided, however, that no opinion of counsel shall be settled by delivery required with regard to dispositions pursuant to Rule 144(k) of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder's family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) - (D) that the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing the Post-IPO Reorganization Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company's charter documents): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubtqualification, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Parking Corp)
Restrictions. ▇▇▇▇ hereby agrees thatThe Optionee, for by acceptance hereof, represents and warrants as follows:
(a) The Options and the period described in Section 2 (right to purchase Shares hereunder is personal to the “Lock-Up Period”)Optionee and shall not be transferred to any other person, it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: other than (i) offer, pledge, sell, contract to sell, sell any option by will or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose laws of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)descent and distribution, or (ii) enter into any swap pursuant to a qualified domestic relations order as defined by the Code, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership Title I of the Lock-Up SecuritiesEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. The Options shall not be collaterally assigned, pledged or hypothecated in any way (whether any such swap by operation of law or transaction is otherwise) and shall not be subject to be settled by delivery of Common Stock execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging the Options or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect rights granted hereunder contrary to any the provisions of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates tothis Section 11, or derives the levy of any significant part of its value from attachment or similar process upon the Options or such Lock-Up Securitiesright, shall be null and void. Notwithstanding the foregoing, the restrictions contained Optionee may, by delivering notice to the Corporation, in this Section 1 a form satisfactory to the Corporation, designate a third party who, in the event of the death of the Optionee, shall not apply thereafter be entitled to (a) exercise the IPO Date Transactions, Options.
(b) The Optionee has been advised and understands that the Post-IPO Reorganization Options have been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Options or the Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRA TION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION.
(c) ▇▇▇▇’▇ redemption Regardless of units whether the offering and sale of partnership interests Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) (“Restricted Stock”) if, in the Operating Partnership (“OP Units”) for cash (or, at the election judgment of the CompanyCorporation, shares of Common Stock) such restrictions are necessary or desirable in accordance order to achieve compliance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsAct, the Post-IPO Reorganization securities laws of any state or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)any other law.
Appears in 1 contract
Sources: Conditional Stock Option Agreement (DarioHealth Corp.)
Restrictions. ▇▇▇▇ hereby agrees thatThe Optionee, for by acceptance hereof, represents and warrants as follows:
(a) The Option and the period described in Section 2 (right to purchase Shares hereunder is personal to the “Lock-Up Period”)Optionee and shall not be transferred to any other person, it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: other than (i) offer, pledge, sell, contract to sell, sell any option by will or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose laws of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)descent and distribution, or (ii) enter into pursuant to a domestic relations order. This Option shall not be collaterally assigned, pledged or hypothecated in any swap way (whether by operation of law or any otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership disposition of the Lock-Up Securities, whether any such swap Option or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect rights granted hereunder contrary to any the provisions of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates tothis Section 11, or derives the levy of any significant part of its value from attachment or similar process upon the Option or such Lock-Up Securitiesright, shall be null and void. Notwithstanding the foregoing, the restrictions contained Optionee may, with approval by the Board and in this Section 1 a form satisfactory to the Corporation, designate a third party who, in the event of the death of the Optionee, shall not apply thereafter be entitled to (a) exercise the IPO Date Transactions, Option.
(b) The Optionee has been advised and understands that the Post-IPO Reorganization Option and the resulting Shares issuable upon its exercise, is intended to be registered on a Registration Statement on Form S-8, resulting in the securities issuable hereunder being registered under the Securities Act of 1933, as amended (the “Securities Act”). However, in the absence of such registration, the Optionee has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear a legend (on any certificate or book entry) in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION.
(c) ▇▇▇▇’▇ redemption Regardless of units whether the offering and sale of partnership interests Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) (“Restricted Stock”) if, in the Operating Partnership (“OP Units”) for cash (or, at the election judgment of the CompanyCorporation, shares of Common Stock) such restrictions are necessary or desirable in accordance order to achieve compliance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsAct, the Post-IPO Reorganization securities laws of any state or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)any other law.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby ON TRANSFER ------------------------
(a) Each Holder agrees thatthat such Holder will not transfer or otherwise reduce such Holder's risks relative to the shares of Premiere Common Stock to be received by each Holder upon consummation of the Acquisition until such time as Premiere notifies the Holder that the requirements of ASR 130 and 135 have been met. Each Holder understands that ASR 130 and 135 relate to publication of financial results of post-closing combined operations of Premiere and VoiceCom. Premiere agrees that it will publish such results on or before the Annual Report Filing Date, for and that it will notify the period Holders promptly following such publication. Premiere shall be entitled to place restrictive legends on the shares of Premiere Common Stock issued to the Shareholders pursuant to the Stock Purchase to enforce the foregoing restrictions.
(b) Prior to any proposed transfer of any Registrable Securities (other than under the circumstances described in Section 2 (the “Lock-Up Period”3 hereof), it will not, without the prior Holder thereof shall give written consent notice to Premiere of its intention to effect such transfer. Each such notice shall describe the manner of the Company (which proposed transfer and, if requested by Premiere, shall be accompanied by an opinion of counsel reasonably satisfactory to Premiere to the parties acknowledge will require effect that the approval of at least a majority of proposed transfer may be effected without registration under the members of Securities Act, whereupon such Holder shall be entitled to transfer the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Registrable Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the OP Agreement. For the avoidance of doubtlegend set forth in Section 2(c), Lock-Up Securities except that such certificate or instrument shall not include bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any OP Units other rule permitting public sale without registration under the Securities Act) or shares (ii) the opinion of Common Stock acquired by ▇▇▇▇ after counsel referred to above is to the date hereof further effect that the transferee and any subsequent transferee would be entitled to transfer such Registrable Securities in a public sale without registration under the Securities Act.
(other than as c) Each certificate evidencing Registrable Securities issued to any Holder in connection with the Acquisition ("Restricted Shares") shall bear a result legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."
(d) In the event that any Restricted Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, Premiere shall, upon the written request of the IPO Date TransactionsHolder thereof, issue to such Holder a new certificate evidencing such Restricted Shares without the Post-IPO Reorganization or the redemption of OP Units held legend required by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Section 2(c) hereof endorsed thereon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Premiere Technologies Inc)
Restrictions. ▇▇▇▇ hereby agrees that(a) No Stockholder shall, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)voluntarily or involuntarily, directly or indirectly: (i) offer, sell, assign, donate, hypothecate, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellencumber, grant any option, right a security interest in or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or in any other agreement or manner transfer, any transaction that transfersRegistrable Securities, in whole or in part, directly or indirectlyany other right or interest therein, or enter into any transaction which results in the economic consequence equivalent of ownership a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer.
(b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state:
(i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all of the Lock-Up Securitiesterms, whether conditions and provisions of that certain Stockholders Agreement, dated as of _____________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.”
(ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any such swap state securities laws. The securities have been acquired for investment and may not be sold or transaction transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.”
(c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be settled made on its books and records unless such Transfer is permitted by delivery this Agreement and has been made in accordance with the terms hereof.
(d) Each Stockholder agrees that it will not effect any Transfer of Common Stock Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act or other securitiespursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (ii) in accordance with all applicable Laws (including, in cash or otherwise. without limitation, all securities laws).
(e) The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 2.1 shall not apply to (a) expire on the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election first anniversary of the Company, shares date of Common Stock) in accordance with the terms of the OP this Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 1 contract
Sources: Registration Rights Agreement (General Finance CORP)
Restrictions. ▇▇▇▇ hereby agrees that, Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the period described in Section 2 (preceding paragraph. CLGI shall not be permitted to make the “Lock-Up Period”), it will not, without written request for registration and/or qualification under the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging preceding paragraph more than once in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇’▇ Lock-Up obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities even requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such Lock-Up Securities would be disposed of by someone demand occurs during a Black Out Period (as defined below) or other than period (not to exceed 90 days) during which ▇▇▇▇. Such ▇ is prohibited hedging or other transactions would include without limitation restricted from filing a registration statement or a Canadian Prospectus pursuant to any short sale underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a “Lock Up Period”), ▇▇▇▇▇ shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any purchasedocument incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “Pending Event Suspension Period”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, sale if not disclosed in the Registration Statement, any related Prospectus or grant any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of any right (including without limitation any put or call option) with respect to any the Board of Directors of ▇▇▇▇’▇ Lock-Up Securities or with respect to (the “Board”), result in the Registration Statement, and any security that includes, relates torelated Prospectus, or derives Canadian Prospectus or any significant part such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its value from such Lock-Up Securities. Notwithstanding the foregoingoutside securities counsel, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption has a bona fide business purpose for not then disclosing the existence of units such event or circumstance or (II) for a period not to exceed an aggregate of partnership interests 120 days hereunder, in the Operating Partnership (“OP Units”) event that ▇▇▇▇▇, for cash (orits own account or the account of others, at has pending or is currently engaged in the election process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Company, shares Securities Act appropriate for a public offering of Common Stock) in accordance with the terms such securities of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇▇ after the date hereof (other than as a result registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a “Pending Registration Suspension Period”) and, together with a Pending Event Suspension Period, a “Black Out Period”); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)days in any Black Out Period occurring during such Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Donnelley R R & Sons Co)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: ON THE TRANSFER OF PARTICIPATIONS
(i) offerUnless otherwise expressly approved by all of the other Parties, pledgeno Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCF of any of the Licenses, selland thereafter except in compliance with the terms and conditions of this Agreement, contract including without limitation, satisfaction of the following conditions:
a) no Transfer shall be made other than pursuant to sella written BONA FIDE firm and unconditional offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, sell the "THIRD PARTY OFFER");
b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any option residual powers in respect of the participations so transferred; and
c) the transferee, whether or contract not such transferee is an Affiliate of the transferor or any Party, must sign a document pursuant to purchasewhich it becomes subject to, purchase and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations.
(ii) Any Transfer in contravention of any option of the provisions of this Clause shall be void and of no effect, and the Parties agree that they shall always cause their representatives in the governing bodies of FMCF to take any action conducive to rejecting or contract not recognizing said Transfer.
(iii) The Parties recognize that Transfers of their shares are subject to sell, grant any option, right or warrant restrictions during the period commencing on the date of the submission to the ART and ending five (5) years following the award to FMCF of the earliest to be awarded of the Licenses as follows: as from the date of submission of the application for the sale ofLicenses, but subject to a Party's right at all times to transfer its participations to Affiliates, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as set out in Clause II 10.4 and to the exercise of the consummation right of Non Defaulting Parties as set out in Clause II 2c(ii), no Party may transfer any participations of FMCF or any interest or right therein until the date falling thirty (30) months from the date of awarding of the Post-IPO Reorganization earliest of the Licenses and for the subsequent period of thirty (collectively30) months, the “Lock-Up Securities”subject to certain exemptions set out in Clause II 11(viii), no Party may transfer any participations of FMCF or any interest or right therein unless (i) such transfer is to another of the Parties, (ii) enter into any swap or any other agreement or any transaction that transferssuch transfer(s) do(es) not exceed 50% of the Transferring Shareholder's initial participation in the share capital of FMCF as mentioned in Clause II 2 (a), and (iii) for a total percentage within this thirty (30) month period which, in whole or in partrespect of each Party, directly or indirectly, the economic consequence shall not exceed 5% of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwiseFMCF capital. The foregoing restrictions are expressly agreed Parties agree that in order to preclude ▇▇▇▇ from engaging in carry out any hedging or other transaction which is designed transfer between two Parties during such thirty (30) month period, they shall address prior notification to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreementrelevant French authorities. For the avoidance purpose of doubtthis Agreement, Lock-Up Securities shall not include Transfer means, in respect of a participation, any OP Units sale, conveyance, assignment, exchange or shares other transfer of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result participation, whether voluntary or involuntary, but excluding any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the IPO Date Transactionsequity interests in a Party, except where the Post-IPO Reorganization primary purpose of such merger, consolidation or sale of equity interests is to circumvent the redemption restrictions of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)this Clause.
Appears in 1 contract
Sources: Shareholder Agreement (Firstmark Communications Europe Sa)
Restrictions. ▇▇▇▇ hereby agrees that, for (a) The Restricted Shares are being awarded to you subject to the period described in Section 2 transfer and forfeiture restrictions set forth below (the “Lock-Up PeriodRestrictions”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors . You may not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence by operation of ownership law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer any of the Lock-Up Securities, whether any such swap or transaction is Restricted Shares still subject to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securitiesthe Restrictions. Notwithstanding the foregoing, Restricted Shares may be transferred to a family member (as defined in the restrictions contained Form S-8 Registration Statement under the Securities Act of 1933) as a gift or by a domestic relations order, only if, in each case, the transferee executes a written consent to be bound by the terms of this Section 1 shall not apply to (a) the IPO Date Transactions, Agreement.
(b) Except as otherwise provided in this Agreement, the Post-IPO Reorganization Restrictions shall lapse to the extent that the Restricted Shares have become vested as follows, subject to you remaining continuously employed by the Company, a Subsidiary, or an Affiliate on the applicable vesting date: «FirstName» «LastName» «Insert Date»
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership Notwithstanding Paragraph 2(b), subject to Paragraph 3 hereof, all Restricted Shares (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) unless earlier forfeited in accordance with the terms hereof) shall become fully vested and the Restrictions shall lapse with respect to all Restricted Shares upon:
(i) a Change in Control, if you remain continuously employed on the effective date of a Change in Control with the Company, a Subsidiary, an Affiliate, or such other Person that acquires more than 50% of the OP Agreement. For combined voting power of the avoidance Company’s then outstanding securities in connection with such Change in Control, or
(ii) a termination of doubtyour employment with the Company and its Subsidiaries and Affiliates under the following conditions:
(A) by reason of death or Disability (as “Disability” is defined in your employment agreement with the Company, Lock-Up Securities a Subsidiary, or an Affiliate; if no “Disability” definition exists in your employment agreement (or no employment agreement exists), a Disability shall not include be deemed to occur if you are absent from your duties with the Company, a Subsidiary, or an Affiliate for a period of at least 180 days during any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than 12 month period as a result of incapacity due to a mental or physical illness, as determined solely in the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as discretion of the consummation of the Post-IPO ReorganizationCommittee).;
Appears in 1 contract
Sources: Restricted Stock Agreement (Valassis Communications Inc)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by the parties acknowledge will require the approval terms of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)this Agreement, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act; provided, however, that no opinion of counsel shall be settled by delivery required with regard to dispositions pursuant to Rule 144(k) of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) — (D) that the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing the Post-IPO Reorganization Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unle gended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubtqualification, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Parking Corp)
Restrictions. ▇▇▇▇ hereby agrees thatThe right of the Holders and their Affiliates to, for directly or indirectly, in a single transaction or series of related transactions, Transfer any Registrable Securities is subject to the period described restrictions set forth in this Section 2 3, and no Transfer of Registrable Securities by a Holder or any of its Affiliates may be effected except in accordance with this Section 3 and in compliance with all applicable laws. Any attempted Transfer in violation of this Agreement shall be of no effect, regardless of whether the purported transferee has any knowledge, actual or constructive, of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company or any transfer agent.
(a) Until the “expiration of the Lock-Up Period”), it will notno Holder shall, directly or indirectly, in a single transaction or a series of related transactions, Transfer any Registrable Securities without the prior written consent of the Company Company, other than the following Transfers (each, a “Lock-Up Period Permitted Transfer”):
(i) a Transfer of Registrable Securities in response to a tender or exchange offer by any Person that has been approved and recommended by the Board; (ii) a Transfer of Registrable Securities to the Company; (iii) a Transfer of Registrable Securities to a Permitted Transferee, so long as such Permitted Transferee executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee agrees to be bound by the terms of this Agreement as if such Permitted Transferee was an original Stockholder which was party hereto; (iv) a Transfer required by applicable law; (v) a Transfer that has been approved in advance by the Board; (vi) a Transfer of Registrable Securities pursuant to Section 2.3 and that is a offered through any public offering for cash as contemplated by NYSE Rule 312.03, pursuant to an exercise of the registration rights provided in Section 2; and (vii) a Transfer of Registrable Securities in connection with which the parties acknowledge will require transferring Holder’s rights under this Agreement are assigned to the approval of at least Transferee pursuant to Section 7.6(b).
(b) Following the Lock-Up Period, a majority of the members of the Board of Directors Holder shall be entitled to Transfer any Registrable Securities in its sole discretion, provided that such Holder shall not affiliated with ▇▇▇▇), directly or indirectly, in a single transaction or a series of related transactions, Transfer any Registrable Securities: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for other than in accordance with all applicable laws and in accordance with the sale of, or otherwise dispose other terms and conditions of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), this Agreement; or (ii) enter to a Prohibited Transferee (except in a Non-Prohibited Transfer).
(c) Notwithstanding anything to the contrary contained herein, no Holder shall at any time Transfer, or cause or permit the Transfer of, any Registrable Securities, if such Transfer would violate any applicable law.
(d) Nothing in this Agreement shall prevent a Holder or its representatives from entering into any swap discussions with the Company or any other agreement one or any transaction that transfers, more financial institutions in whole or in part, directly or indirectly, the economic consequence of ownership of the connection with a Lock-Up Securities, whether any such swap Period Permitted Transfer or transaction is an offering to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding effected after the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election end of the CompanyLock- Up Period, shares of Common Stock) in accordance with the terms of the OP Agreementprovided that such discussions are not publicly disclosed. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)4. Voting 4.1.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that(a) During the Restricted Period, for the period described in Section 2 (the “Lock-Up Period”), it Restricted Holder will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, sell, assign, transfer, pledge, sellhypothecate, contract to sell, sell any grant an option to purchase or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale otherwise dispose of, or otherwise announce the intention to so dispose of or transfer (A) of, any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), Restricted Securities or (ii) enter into any swap swap, hedge or any other similar agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Restricted Securities (the Lock-Up Securities, whether any such swap actions described in clause (i) or transaction is (ii) above being hereinafter referred to be settled by delivery of Common Stock or other securities, in cash or otherwiseas a “Disposition”). The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such Lock-Up Securities securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging the Restricted Holder.
(b) Notwithstanding anything contained herein to the contrary, the restrictions set forth in Section 2(a) shall not apply to:
(i) by bona fide gift, charitable contribution, or for bona fide estate planning purposes;
(ii) if the Restricted Holder is a natural person, any transfers made by the Restricted Holder (A) to any member of the Immediate Family of the Restricted Holder or to a trust the direct or indirect beneficiaries of which are exclusively the Restricted Holder or members of the Restricted Holder’s Immediate Family, or (B) upon death by will, testamentary document or intestacy purposes, or (C) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under this clause (ii);
(iii) if the Restricted Holder is a natural person, corporation, partnership, trust, limited liability company or other transactions business entity, any transfers to a charitable organization, or to any stockholder, partner, manager, director, officer, Affiliate, employee, trustor, trustee, or beneficiary of the trust or the estate of a beneficiary of such trust, or member of, or owner of a similar equity interest in, the Restricted Holder or its Affiliates, or any trust for the benefit of any of the foregoing or any Immediate Family or Affiliate of the foregoing, or any limited partnership, limited liability company, corporation or other entity in which the Restricted Holder or its Immediate Family or Affiliates are the legal and beneficial owner of all of the outstanding equity securities or similar interests or to a nominee or custodian of a person or entity to whom a disposition or transfer would include without limitation be permissible under this clause (iii);
(iv) if the Restricted Holder is a corporation, partnership, limited liability company, trust, or other business entity, any short transfer made by the Restricted Holder:
(A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Restricted Holder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Restricted Holder’s assets, in any purchasesuch case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement,
(B) to another corporation, sale partnership, limited liability company, trust, or grant other business entity so long as the transferee is an Affiliate of the Restricted Holder, or
(C) to any investment fund or other entity which fund or entity is directly or indirectly controlling, controlled by, managing or managed by or under common control with the Restricted Holder or Affiliates of the Restricted Holder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the Restricted Holder of Affiliates of the Restricted Holder) if such transfer is not for value (for purposes of this paragraph the term control (including the terms controlling, controlled by and under common control with) shall have the meaning set forth in Rule 405 under the Securities Act);
(v) any transfers of the Restricted Securities to the Parent upon a vesting event or upon the exercise of options, warrants, or other rights to purchase the Parent’s securities, in each case on a “cashless” or “net” exercise basis, including to cover tax withholding obligations of the Restricted Holder in connection with such vesting or exercise, or in connection with the conversion of convertible securities (and for the avoidance of doubt, any securities issued to the Restricted Holder upon such exercise shall be Restricted Securities subject to the restrictions set forth herein);
(vi) any transfers of the Restricted Securities pursuant to a court order or by operation of law, including pursuant to a domestic order, divorce decree, a negotiated divorce settlement or separation agreement;
(vii) any transfers of the Restricted Securities to the Parent pursuant to agreements under which the Parent has the option to repurchase such Restricted Securities or the Parent has a right of first refusal with respect to transfers of such Restricted Securities;
(viii) any transfers of the Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Restricted Securities involving a Change of Control of the Parent and approved by the Board of Directors of the Parent (it being further understood that this Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Restricted Securities or other securities of the Parent in, any such transaction or taking any other action in connection with any such transaction); provided that the restrictions set forth herein shall continue to apply should the completion of such transaction not occur. provided, however, that
(A) in the case of any right transfer described in clause (including without limitation i), (ii), (iii), (iv), or (vi) above, it shall be a condition to the transfer that the transferee execute and deliver to the Parent, not later than one Business Day prior to such transfer, a written agreement in substantially the form of this Agreement covering the transferred Restricted Securities for the balance of the Restricted Period (it being understood that any put references to “Immediate Family” in the agreement executed by such transferee shall expressly refer only to the Immediate Family of the Restricted Holder and not to the Immediate Family of the transferee) and otherwise reasonably satisfactory in form and substance to the Parent;
(B) in the case of any transfer described in clause (ii), (iii), or call option(iv) above, such transfers are not required to be reported under Section 16 of the Exchange Act, and the Restricted Holder does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period (other than a filing on Form 5);
(C) in the case of any transfer described in clause (i), (v), (vi) or (vii) above, if the transfer is required to be reported under Section 16 of the Exchange Act, any filing under Section 16 of the Exchange Act related to such transfer shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described in clause (i), (v), (vi) or (vii) above, as applicable, (b) no shares were sold by the reporting person and (c) with respect to a transfer described in clause (v) above, any remaining shares received upon exercise of ▇▇▇▇’▇ Lock-Up an option or a warrant (net of any shares transferred in connection with such “cashless” or “net exercise” to cover tax withholding obligations) or the remaining vested shares are subject to a written agreement with the Parent in substantially the form of this Agreement for the balance of the Restricted Period; and
(D) in the case of any transfer described in clause (viii) above, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities or with respect owned by the Restricted Holder shall remain subject to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Agreement.
(c) Furthermore, during the Restricted Period, the Restricted Holder may exercise any rights to purchase, exchange or convert any stock options granted to the Restricted Holder pursuant to the Parent’s equity incentive plans or awards existing after the Closing Date or warrants or any other securities held by the Restricted Holder after the Closing Date, which securities are convertible into or exchangeable or exercisable for Parent Common Stock, and the Restricted Holder agrees that the shares of Parent Common Stock received upon such exercise, purchase, exchange or conversion shall be and remain Restricted Securities subject to the terms of this Agreement.
(d) In addition, the restrictions set forth in Section 1 2(a) shall not apply to the repurchase of Restricted Securities by, or forfeiture without consideration to, the Parent in connection with the termination of the Restricted Holder’s employment or other service with the Parent or any of its subsidiaries.
(ae) Notwithstanding anything herein to the IPO Date Transactionscontrary, (b) nothing herein shall prevent the PostRestricted Holder from establishing a 10b5-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in 1 trading plan that complies with Rule 10b5-1 under the Operating Partnership Exchange Act (“OP Units10b5-1 Trading Plan”) for cash (oror from amending an existing 10b5-1 Trading Plan so long as there are no sales or other Dispositions of Restricted Securities under such plans during the Restricted Period; and provided that if a public announcement or filing under the Exchange Act, at the election if any, is required or voluntarily made by or on behalf of the CompanyRestricted Holder or the Parent during the Restricted Period regarding the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan, shares of Common Stock) in accordance with the terms then such public announcement or filing shall clearly indicate therein that none of the OP Agreement. For the avoidance securities subject to such plan may be transferred, sold, or otherwise disposed of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ pursuant to such plan until after the date hereof (other than as a result expiration of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Restricted Period.
Appears in 1 contract
Sources: Lock Up Agreement (Lomond Therapeutics Holdings, Inc.)
Restrictions. ▇▇▇▇ hereby agrees that, Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the period described in Section 2 (preceding paragraph. The GSC Investors shall not be permitted to make the “Lock-Up Period”), it will not, without written request for registration and/or qualification under the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofpreceding paragraph, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectivelyan Underwritten Takedown Request, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging more than once in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇’▇ Lock-Up obligation to effect any Demand Filing or Underwritten Takedown Request pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities even if requested to be included in such Lock-Up registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities would be Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by someone the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which ▇▇▇▇. Such prohibited hedging ▇ is a party are not satisfied, other than by reason of any breach or failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other transactions would include without limitation period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any short sale underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a “LOCK UP PERIOD”), ▇▇▇▇▇ shall notify the GSC Investors of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any purchasedocument incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “PENDING EVENT SUSPENSION PERIOD”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, sale if not disclosed in the Registration Statement, any related Prospectus or grant any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of any right (including without limitation any put or call option) with respect to any the Board of Directors of ▇▇▇▇’▇ Lock-Up Securities or with respect to (the “BOARD”), result in the Registration Statement, and any security that includes, relates torelated Prospectus, or derives Canadian Prospectus or any significant part such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its value from such Lock-Up Securities. Notwithstanding the foregoingoutside securities counsel, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption has a bona fide business purpose for not then disclosing the existence of units such event or circumstance or (II) for a period not to exceed an aggregate of partnership interests 120 days hereunder, in the Operating Partnership (“OP Units”) event that ▇▇▇▇▇, for cash (orits own account or the account of others, at has pending or is currently engaged in the election process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Company, shares Securities Act appropriate for a public offering of Common Stock) in accordance with the terms such securities of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇▇ after the date hereof (other than as a result registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a “PENDING REGISTRATION SUSPENSION PERIOD”) and, together with a Pending Event Suspension Period, a “BLACK OUT PERIOD”); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be extended by the number of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)days in any Black Out Period occurring during such Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Donnelley R R & Sons Co)
Restrictions. ▇▇▇▇ hereby agrees that, for (a) Tenant shall not Transfer this Lease or the period described in Section 2 (Premises without first obtaining the “Lock-Up Period”), it will not, without the Landlord's prior written consent of thereto, which consent may not be unreasonably withheld by Landlord. In the Company event that Tenant proposes any Transfer, Tenant shall notify Landlord in writing at least thirty (30) days before the date on which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated Transfer is to be effective and, as included with ▇▇▇▇)such notice, directly or indirectly: furnish Landlord with (i) offerthe name of the entity receiving such Transfer (the "Transferee"), pledge(ii) a detailed description of the business of the Transferee, sell(iii) audited financial statements of the Transferee, contract to sell(iii) all written agreements governing the Transfer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (Aiv) any IPO Date Equity other information reasonably requested by the Landlord with respect to the Transfer or the Transferee, and (Bv) any Post-Reorganization Equity owned by ▇▇▇▇ as a reasonable fee not to exceed $2,500 to compensate Landlord for legal fees, costs of administration and other expenses to be incurred in connection with the review and processing of such documentation. Landlord shall respond to Tenant's request for approval or disapproval of the consummation Transfer within 10 business days after Landlord receives the request and all documents and information required above.
(b) In the event Tenant (i) merges or consolidates with one of the Post-IPO Reorganization its subsidiaries or affiliates, (collectively, the “Lock-Up Securities”)ii) merges with any other company, or (iiiii) enter into any swap or any other agreement or any transaction that transferssells substantially all of its assets, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optioniv) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant pledges this Lease as part of its value from such Lock-Up Securities. Notwithstanding corporate financing, or (v) sells shares of its stock on any recognized securities exchange and the foregoingresulting entity reaffirms all of the Tenant's obligations under this Lease and owns at least 50% of the stock of the resulting entity, then the restrictions contained in this Section 1 Landlord's consent to the Transfer shall not apply to be required; provided, however, that Tenant shall notify Landlord of the Transfer within thirty (a30) days and provide Landlord with the IPO Date Transactionsinformation described in items (i), (bii) the Post-IPO Reorganization or and (ciii) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership Section (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO ReorganizationA).
Appears in 1 contract
Sources: Office Lease Agreement (American Pharmaceutical Partners Inc /Ca/)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding the foregoing, for the period described a Stockholder will not be required to comply with Section 3(b) in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent connection with any proposed Sale of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: “Proposed Sale”) unless:
(i) offerany representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, pledgeownership and the ability to convey title to such Capital Stock (and, sellif applicable, contract Convertible Securities), including but not limited to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer representations and warranties that (A) any IPO Date Equity or the Stockholder holds all right, title and interest in and to the Capital Stock (and, if applicable, Convertible Securities) such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery by the Stockholder of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any Post-Reorganization Equity owned agreement, law or judgment, order or decree of any court or governmental agency;
(ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by ▇▇▇▇ any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow or holdback established to cover breaches of representations, warranties and covenants of the Company as well as breaches by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);
(iii) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow or holdback established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate);
(iv) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder of breaches of the representations listed in Section 3(c)(i), the liability for which need not be limited as to such Stockholder; and
(v) upon the consummation of the Post-IPO Reorganization Proposed Sale, (collectively, A) each Stockholder will receive the “Lock-Up Securities”), same form of consideration for their class or (ii) enter into any swap or any series of Capital Stock as is received by other agreement or any transaction that transfers, Stockholders in whole or in part, directly or indirectly, the economic consequence of ownership respect of the Lock-Up Securitiessame class or series of Capital Stock, whether any (B) each Stockholder will receive the amount of consideration per share of such swap class or transaction series of Capital Stock as is to be settled received by delivery other Stockholders in respect of Common Stock shares of the same class or other securitiesseries of Capital Stock, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionC) with respect to any Sale of ▇▇▇▇’▇ Lock-Up Securities or Control for which the Initiating Stockholders and acquiror approve in writing the purchase of the Convertible Securities, each Stockholder will receive the same amount of consideration per Convertible Security as is received by other Stockholders in respect of the same Convertible Security with respect the same exercise/conversion price, and (D) unless the holders of at least 66 2/3% of the then outstanding Capital Stock elect otherwise by written notice given to the Company at least five days prior to the effective date of any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoingProposed Sale, the restrictions contained aggregate consideration receivable by all holders of Capital Stock shall be allocated among the holders of Capital Stock (and, if applicable, Convertible Securities on a net as-exercised/as-converted basis) on the basis of any liquidation preferences to which the holders of each respective series and classes of Capital Stock are entitled in a Deemed Liquidation Event (assuming for this Section 1 shall not apply to (a) purpose that the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common StockProposed Sale is a Deemed Liquidation Event) in accordance with the terms of Certificate in effect immediately prior to the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Proposed Sale.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby (a) Subject to the provisions of Section 1(f) of this Agreement, the Shareholder agrees that, for during the period described commencing on the date on which the Company has given the Repurchase Notice to the Shareholder and ending on the Company-Scheduled Closing Date, the Shareholder shall not exercise its conversion rights with respect to that number of Preferred Shares equal to the number of Notice Shares, and any notice of conversion of the Preferred Shares actually given by the Shareholder during such period shall be deemed ineffective for all purposes. The Shareholder acknowledges that it would be unable to perform its obligations under this Agreement if it were to sell, assign, dispose of, convey or transfer any Preferred Shares as to which the Company has the Repurchase Right or any interest therein to any person other than the Company.
(b) In order that the Shareholder will be assured of the benefit of this Agreement, the Company agrees not to exercise its right to redeem the Preferred Shares set forth in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent 5 of the Company (which Articles Supplementary at any time prior to the parties acknowledge will require the approval of at least a majority expiration of the members Exercise Period or, if the Company exercises the Repurchase Right as to any of the Board of Directors Preferred Shares, prior to the Company-Scheduled Closing Date as to those Preferred Shares to be so repurchased.
(c) The Company shall not affiliated with ▇▇▇▇), directly or indirectly: be required (i) offerto transfer on its books any Preferred Shares which shall have been sold, pledgeassigned, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale disposed of, conveyed or otherwise dispose transferred by the Shareholder in violation of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)provisions set forth in this Agreement, or (ii) enter into any swap to treat as owner of such Preferred Shares or any other agreement to accord the right to vote as such owner or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect pay dividends to any of ▇▇▇▇’▇ Lock-Up Securities or with respect transferee to any security that includes, relates to, or derives any significant part of its value from whom such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 Preferred Shares shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)have been so transferred.
Appears in 1 contract
Sources: Stock Repurchase Agreement (Ashford Hospitality Trust Inc)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will The Company shall not, without the ------------ prior written consent of either (1) the holders of a majority of the Shares held by WCAS VII or (2) the holders of a majority of the Shares held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be taken unless such action has the prior written consent of the Company (which the parties acknowledge will require the approval holders of at least a majority of the members Shares held by WCAS VII and the holders of a majority of the Shares held by GTCR; it being understood that so long as there are two representatives designated by each of WCAS VII and GTCR on the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Stockholders Agreement. For , then (a) the avoidance consent of doubtthe holders of a majority of the Shares held by WCAS VII shall be deemed to have been given when the unanimous approval of the Directors designated by WCAS VII has been obtained, Lock-Up Securities as evidenced by written minutes or board resolutions and (b) the consent of the holders of a majority of the Shares held by GTCR shall not include be deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidence by written minutes or board resolutions;
(i) directly or indirectly declare or pay any OP Units dividends or shares make any distributions upon any of Common its equity securities, other than payments of dividends on, or redemption payments in respect of, the Class A Preferred Stock acquired by ▇▇▇▇ after pursuant to the Certificate of Incorporation;
(ii) except (x) for redemptions or purchases of the Class A Preferred Stock pursuant to the Certificate of Incorporation of the Company, (y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in effect as of the date hereof with the Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);
(iii) except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company or (y) upon the exercise of preemptive rights or warrants authorized as of the date hereof, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary;
(iv) merge or consolidate with any person or permit any Subsidiary to merge or consolidate with any person (other than as a result wholly owned Subsidiary);
(v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the IPO Date Transactionsconsolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business);
(vi) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form);
(vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture;
(viii) enter into, or permit any Subsidiary to enter into, the Postownership, active management or operation of any business other than the ownership and operation of businesses engaged as rehabilitation hospitals or specialty long-IPO Reorganization term hospitals or engaged in rehabilitation services or contract therapy services or related businesses;
(ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement and the redemption of OP Units held Ancillary Agreements; or
(x) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness exceeding the amounts approved therefor by ▇▇▇▇ as of the consummation of Board in the Post-IPO Reorganization)annual budget.
Appears in 1 contract
Sources: Securities Purchase Agreement (Select Medical Corp)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: ON TRANSFER. THE LESSEE MAY NOT (i) offerSUBLET OR TRANSFER POSSESSION OF THE EQUIPMENT OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, pledgeOR (ii) MERGE INTO, CONSOLIDATE WITH OR TRANSFER ITS ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANOTHER PARTY WITHOUT THE LESSOR'S PRIOR WRITTEN CONSENT GIVEN IN THE LESSOR'S SOLE AND ABSOLUTE DISCRETION. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE OR THE EQUIPMENT. With respect to any authorized sublease or transfer of possession of the Equipment, the rights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, including the Lessor's right of repossession on the occurrence of an Event of Default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, contract to sell, sell or encumber any option part of its interest in the Equipment or contract to purchase, purchase in this Agreement and any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as proceeds of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if that interest, subject to the Lessee's rights under this Lease. To effect or facilitate such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchaseassignment, sale or grant encumbrance, the Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. That release will not release the Lessor from any right (including without limitation any put liability that arose before the assignment or call option) with respect sale. The Lessee acknowledges that an assignment, sale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or materially increase its burdens or risks. Without prejudice to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security rights that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoingLessee may have against the Lessor, the restrictions contained in this Section 1 shall Lessee agrees that it will not apply to (a) assert against an assignee any claim or defense that it may have against the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Lessor.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that(a) Neither Interest Holder nor the Buyer Entities may exercise its right to sell and purchase, for respectively, the period described Equity Interests pursuant to Section 2.1 unless the same rights are exercised, in Section 2 (the “Lock-Up Period”)full, it will not, without the prior written consent in connection with all of the Company Equity Interests.
(which b) The Buyer Entities shall not have the parties acknowledge will require right to deliver a notice to purchase the approval Equity Interests pursuant to Section 2.1 above if any Bank Agreement does not permit such purchase, unless the Buyer Entities obtain an appropriate waiver under the Bank Agreement.
(c) In the event that any Bank Agreement does not permit the Buyer Entities, or any one or more of at least them, to purchase the Equity Interests in accordance with a majority of notice given by Interest Holder pursuant to Section 2.1 above, the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: Buyer Entities shall (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for immediately notify Interest Holder indicating the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of provisions in the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or Bank Agreement which it believes applicable and (ii) enter into any swap within ten (10) business days, request a waiver of such provisions of the applicable Bank Agreement. If the Buyer Entities are not successful in obtaining a waiver under the Bank Agreement, (iii) the Buyer Entities shall be under no then present obligation to purchase the Equity Interests and (iv) Interest Holder may either withdraw its purchase request or, by further notice to the Buyer Entities, or any other agreement or any transaction one of them, require that transferssuch purchase request be considered a continuing request which shall be acted upon at the first date thereafter when such purchase would not be a violation of the Bank Agreement. If Interest Holder elects that the request be considered of a continuing nature, in whole or in partit may reasonably require the Buyer Entities to renew its request for a waiver under the Bank Agreement from time to time. Provided, directly or indirectlyhowever, the economic consequence of ownership Buyer Entities shall not be deemed to be prevented from purchasing the Equity Interests if the aggregate purchase price for such Equity Interests can be paid by each of the Lock-Up Securities, whether any such swap Buyer Entities contributing the maximum consideration which said Buyer Entity may contribute without said Buyer Entity breaching its Bank Agreement or transaction is the maximum contribution which said Buyer Entity may make pursuant to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) Bank Agreement waiver obtained in accordance with the terms requirement of this subsection.
(d) In the event that the obligation of the OP Agreement. For Partnership to purchase the avoidance of doubtPartnership Interests in accordance with a notice given by Interest Holder pursuant to Section 2.1 shall, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ at anytime during the initial five years after the date hereof commencement of the Put Option Period, prevent any Buyer Entity from pursuing or completing a capital project (i) approved in the manner provided herein or in the partnership or shareholder documents relating to a Buyer Entity other than as a result of the IPO Date Transactions, Partnership and (ii) to cost more than the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ Put Strike Price (computed as of the consummation date of Interest Holder’s notification) and (iii) is material to the expansion or success of any Buyer Entity and (iv) the General Partner has notified Interest Holder of the Post-IPO Reorganizationpending capital project prior to the exercise of the Put Option, (x) the Partnership shall be under no then present obligation to purchase the Partnership Interests and (y) Interest Holder may either withdraw its purchase request or, by further notice to the Partnership, require that such purchase request be considered a continuing request which shall be acted upon at the first date thereafter when such purchase will not be restricted by Section 2.3(c) or this subparagraph.
(e) The Put Strike Price or Call Strike Price shall be paid by the Buyer Entities in full by wire transfer of immediately available funds into a bank account as designated by Interest Holder on the date established pursuant to Section 2.2; provided that the Buyer Entities shall have the option, to be exercised in writing delivered to Interest Holder, to pay its purchase money obligation in connection with the Put Strike Price by paying an amount equal to twenty five percent (25%) of the Put Strike Price on the date established pursuant to Section 2.2 and the remainder of the Put Strike Price in thirty six (36) equal monthly installments (or the remaining term of the Partnership if less than three (3) years) with interest payable at the prime rate, as established from time to time by Bank of America NA. The first installment shall be due and payable on the first day of the month following the date for the sale and purchase of the Partnership Interest, and subsequent monthly installments, with accrued interest, shall be due and payable on the first day of each succeeding month until the entire amount of the obligation is paid. The Buyer Entities shall jointly and severally execute a promissory note containing the principal and interest terms set forth herein and a provision which provides for an acceleration of all of the obligations under the promissory note in the event that the Buyer Entities (or any one of them) fails to make any payment of principal and interest within five (5) Business Days after due or upon the occurrence of any of the event causing the dissolution and termination of any one or more of the Buyer Entities. The promissory note shall have priority in payment and upon the assets of the Buyer Entities as to all creditors except (i) under the Bank Agreements and (ii) under any then existing agreements or future agreements entered into in the ordinary course of business which create a valid, perfected purchase money security interest, under applicable law. The Buyer Entities shall have the right to prepay all or any part of the purchase money obligation at any time without penalty. If the Buyer Entities exercise the option to pay over time as provided in this Section 2.3(e), the Buyer Entities agree to execute a promissory note and such other document as counsel for Interest Holder reasonably believes necessary to reflect the terms of this Section 2.3(e).
Appears in 1 contract
Sources: Put and Call Option Agreement (National Patent Development Corp)
Restrictions. ▇▇▇▇ hereby agrees thatThe Preferred Stock, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent and upon conversion of the Company (which Preferred Stock, the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)Conversion Shares, directly or indirectly: are transferable only pursuant to (i) offera public offering registered under the Securities Act; (ii) Rule 144 of the Commission (or any similar rule then in effect) if such rule is available (although the Company has no current obligation to make Rule 144 available, pledgethe Company is subject to the covenants in SECTION 1.12); and (iii) subject to the conditions specified elsewhere in this SECTION 4, any other legally available means of transfer under applicable federal and state securities laws; provided, however, that in the case of (ii) and (iii) above, the Company first shall have received an opinion of legal counsel or other evidence, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Notwithstanding anything to the contrary in the foregoing sentence, (i) the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances and (ii) the Company will not require opinions of counsel for transfers to Affiliated Entities or Distribution Recipients (each as defined below) so long as (x) in the case of a transfer to a Distribution Recipient, the transferor certifies in writing to the Company that the transferor is not receiving any consideration in connection with the transfer, and (y) so long as the transferee will be subject to the terms of these restrictions to the same extent as if such transferee were an original Investor hereunder. An Investor may not sell, contract to sellassign, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, transfer or otherwise dispose of any of the Preferred Stock or the Conversion Shares if at any time at which the Company is not required to file reports with the Commission pursuant to Sections 12(b), 12(g) or 15(d) of the Exchange Act, such sale or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as would cause the number of shareholders of the consummation Company to increase such that the Company would be within ten (10) shareholders of the Post-IPO Reorganization (collectively, number that would cause the “Lock-Up Securities”), Company to be required to file reports with the Commission pursuant to Sections 12(g) or (ii15(d) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Exchange Act.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 2 and Section 11, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, or to its affiliated funds or any of the directors, officers, partners or members of the Holder or its partners or affiliated funds, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 2 and Section 11 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)2.
Appears in 1 contract
Restrictions. Tenant shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees, or sublet the Premises or any portion thereof (collectively or separately, as the case may be, any such instance hereinafter a “transfer”), without obtaining, in each such instance, Landlord’s prior written consent. ▇▇▇▇▇▇▇▇’s consent shall not be unreasonably withheld, provided (i) that the occupancy resulting therefrom will not violate any rights theretofore given to any other tenant of the Commercial Center, (ii) that substantially the same type, class, nature and quality of business, merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Lease, (iii) that the business reputation of the proposed new occupant is not less than that of Tenant, (iv) that the proposed new occupant or its manager has, within the 5 year period immediately preceding the proposed transfer, at least 3 years’ experience in operating a business in the food service industry, (v) that as a result of such transfer the Premises or any part thereof would not be subject to any alteration, addition or other change or requirement to bring the same into compliance with all then applicable environmental, remedial and other laws including, without limitation, all laws, ordinances, rules, directions, regulations, guidelines, requirements and orders of all governmental and public bodies and agencies having jurisdiction there over, and (vi) that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, including without limitation any use restrictions, nor any of the rights, remedies or benefits afforded Landlord by this Lease, are thereby impaired or diminished. Consent by Landlord to one or more transfers shall not release Tenant from its obligations hereunder and shall not operate as a waiver or discharge of any of the provisions of this Article with respect to any subsequent transfer. ▇▇▇▇▇▇▇▇’s acceptance of rent from anyone other than Tenant shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to any transfer of all or any part of Tenant’s leasehold estate hereunder or the subletting of all or any part of the Premises. Any transfer or attempted transfer without ▇▇▇▇▇▇▇▇’s written consent shall be void and confer no rights upon any third person, and at the option of Landlord, shall terminate this Lease; and said third person shall be occupying the Premises as a tenant at sufferance. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or shall operate as an assignment to Landlord of such subleases or subtenancies. If Tenant is a corporation, the capital stock of which is not publicly traded on a recognized national stock exchange, or is an unincorporated association, limited liability company or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of fifty-one percent (51%) from the holdings at the time such entity became Tenant hereunder shall be deemed as a transfer within the meaning and provisions of this Article; provided, however, such an event shall not be deemed a transfer hereunder if the same is a result of the death of any of said stockholders, members or partners, occurs among the present stockholders, members or partners, or is effected for bona fide estate planning purposes whereby spouses or children of the present stockholders, members or partners become beneficial owners thereof. ▇▇▇▇▇▇ hereby agrees that, to reimburse Landlord for Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent processing and documentation of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)requested transfer.
Appears in 1 contract
Sources: Commercial Lease Agreement (Energy Exploration Technologies, Inc.)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding any other provision of this Section 3, for the period described in Euramax Group shall not be required to pay any of the Management Fees contemplated by Section 2 3(a), if and to the extent such payment is expressly prohibited by the provisions of (i) the Indenture dated as of September 25, 1996, as supplemented by the Amended and Restated Supplemental Indenture, dated as of December 14, 1999, by and among Euramax International Limited, certain other subsidiaries of Euramax named therein and Chase Manhattan Bank as Trustee or (ii) the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company, certain subsidiaries of the Company named therein, the Lenders named therein and BNP Paribas as Agent, as the same may be amended, modified or supplemented, from time to time (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up SecuritiesFacility Agreements”), or (ii) enter into any swap or any other agreement or any transaction that transferscredit, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock financing or other securitiesagreements or instruments binding upon the Euramax Group or their properties; provided, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchasehowever, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includesif, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactionsoperation of any such prohibitions, payments otherwise owed hereunder are not made, such payments shall not be cancelled but rather shall accrue, and shall be payable by the Euramax group promptly when, and to the extent that, the Post-IPO Reorganization Euramax Group is no longer prohibited from making such payments, together with accrued interest calculated at the Base Rate of interest then charged under the foregoing Second Amended and Restated Credit Agreement from the date such payment was due through the date of payment. No amendment to this Agreement which results or could reasonably be expected to result in the redemption incurrence of OP Units held any additional liabilities by ▇▇▇▇ as the Company hereunder shall be effective without the affirmative consent of the consummation independent members of the Post-IPO Reorganizationboard of directors of the Company. This Section 3(e) will not prohibit nor restrict, in any manner, the Euramax Group’s obligation to make the payments specified in Section 3(a) or Section 3(b), to make reimbursements pursuant to Section 3(d), to provide indemnification pursuant to Section 6, or to make any other payments contemplated by this Agreement.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that(a) The Investors covenant that the Securities will be disposed of only pursuant to an effective registration statement under, for and in compliance with the period described requirements of, the Securities Act or pursuant to an available exemption from, or in Section 2 (a transaction not subject to, the “Lock-Up Period”), it will not, without the prior written consent registration requirements of the Company (which the parties acknowledge will require the approval Securities Act, and in compliance with applicable state securities laws. In connection with any transfer of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: Securities other than (i) offerpursuant to an effective registration statement, pledge(ii) to the Company, sell(iii) pursuant to Rule 144 (provided that the Investor provides the Company with reasonable assurances (in the form of a seller representation letter) that such Securities, contract as applicable, may be sold pursuant to sell, sell any option such rule) or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for Rule 144A (as promulgated under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”Securities Act), or (iiiv) enter into any swap or any other agreement or any transaction that transfers, in whole or connection with a bona fide pledge as contemplated in part, directly or indirectlySection 4.1(c), the economic consequence Company may require the transferor to provide to the Company an opinion of ownership counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Lock-Up Company, to the effect that such transfer does not require registration of such transferred Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securitiesas applicable, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, the restrictions contained in this Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Securities, as applicable, by an Investor to an Affiliate of such Investor; provided further that such transfer does not involve a “sale” within the meaning of Section 1 shall 2(a)(3) of the Securities Act; and provided, further that such Affiliate does not apply to (a) the IPO Date Transactionsrequest any removal of any existing legends on any certificate evidencing such Securities, as applicable.
(b) The Investors agree to the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orimprinting, at the election until no longer required by this Section 4.1(b), of the Company, shares of Common Stock) in accordance with the terms following legend on any certificate evidencing any of the OP Agreement. For the avoidance of doubtSecurities: THESE SECURITIES [for Notes, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof insert: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF; for Commitment Fee Warrants, insert: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).THE “SECURITIES
Appears in 1 contract
Sources: Securities Purchase Agreement (Fennec Pharmaceuticals Inc.)
Restrictions. ▇▇▇▇ hereby agrees (a) Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to liability under Section 16 of the Exchange Act, sell any Option Share issued hereunder until the expiration of the six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to such liability and consents to disgorge any profits relating thereto to the Company.
(b) Optionee may not exercise this Option if, and to the extent that, for Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent Restated Bylaws of the Company (which or any successor provision in the parties acknowledge will require the approval of at least a majority charter or bylaws of the members Company or its successor in interest); provided, however, that with respect to that portion of the Board Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date.
(c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of Directors not affiliated with ▇▇▇▇the Option pursuant to Section 8(b), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as term of the consummation Option shall be extended with respect to that portion of the PostOption Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date.
(d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-IPO Reorganization Laws of the Company (collectivelyor any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Option Shares will contain a legend substantially to the following effect (or as may be required to give notice of any successor provision in the charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS.
(e) Optionee understands and acknowledges that the “Lock-Up Securities”Option and Option Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) enter into any swap or any other agreement or any transaction applicable securities laws and represents that transfers, in whole or in part, directly or indirectly, he is acquiring the economic consequence of ownership of Option and will acquire the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in Option Shares for his own account for investment and not with a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect view to any of ▇▇▇▇’▇ Lock-Up Securities or with respect distribution thereof. Optionee acknowledges that, unless issued pursuant to any security that includesan effective registration statement, relates toeach certificate for Option Shares will contain a legend substantially to the following effect: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or derives any significant part of its value from such Lock-Up SecuritiesAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. Notwithstanding the foregoingNEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date TransactionsSOLD, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orASSIGNED, at the election of the CompanyTRANSFERRED, shares of Common Stock) in accordance with the terms of the OP AgreementPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION. For the avoidance of doubtTHE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsSELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will a) The Restricted Parties shall not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectlyindirectly sell, transfer or otherwise dispose of (collectively, "Transfer") any shares of Aspen Common Beneficially Owned by such Persons or any legal or beneficial interest therein except for Transfers: (i) offerto Persons who agree to be Restricted Parties bound by the provisions of this Agreement in a written instrument delivered to Aspen in form and substance reasonably acceptable to Aspen, pledge(ii) that have been consented to in writing by Aspen, sell(iii) pursuant to a Third Party Tender Offer, contract (iv) pursuant to sella merger, sell any option consolidation or contract reorganization to purchasewhich Aspen is a party, purchase any option (v) in a bona fide public distribution or contract bona fide underwritten public offering (including pursuant to sell, grant any option, right or warrant for the sale of, or otherwise dispose exercise of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ rights granted in the Registration Rights Agreement dated as of the consummation date hereof between Aspen and Accenture, as it may be amended from time to time (the "Registration Rights Agreement")) or under a Shelf Registration under the Registration Rights Agreement, (vi) pursuant to Rule 144 of the Post-IPO Reorganization Securities Act or pursuant to a privately negotiated transaction or (collectivelyvii) pursuant to bona fide "cashless collar" hedging or other hedging transaction; provided that, in the “Lock-Up Securities”case of any Transfer pursuant to clause (vi), such Transfer does not result in, to the knowledge of the Restricted Parties after reasonable inquiry, any other Person acquiring, after giving effect to such Transfer, Beneficial Ownership, individually or in the aggregate with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, of more than ten percent of the total number of shares of Aspen Common then outstanding. In regard to any Transfer in a privately negotiated transaction contemplated by clause (vi) of this Section 3.2(a), Restricted Parties shall provide that their brokers not arrange for any such Transfer to any Person that, with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, Beneficially Owns five percent or more of the total number of shares of Aspen Common, it being understood that such determination shall be made based solely upon a review of publicly available filings made with respect to Aspen on Forms 13D and 13G under the Exchange Act. Furthermore, a Restricted Party shall give Aspen notice two trading days (or, if such notice period is not reasonably practicable in connection with a particular Transfer, such shorter period as is reasonably practicable) prior to any Transfer of a number of shares of Aspen Common in excess of the greater of (x) 100,000 shares of Aspen Common or (y) 50% of the average daily reported volume of trading in the Aspen Common on all national securities exchanges and/or reported through the automated quotation system of a registered securities association for the five trading days preceding the giving of such notice. It is understood that the notice provided for in the preceding sentence is solely for the purpose of allowing Aspen an opportunity to discuss with the Restricted Party making the Transfer the manner in which the offer and sale of the Aspen Common is contemplated to be made and the potential to minimize a disruption, if any, in the market for the Aspen Common as a result of such Transfer.
(b) If any Restricted Party decides to dispose of any of the Aspen Common, each Restricted Party understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Restricted Party agrees to the imprinting, so long as appropriate, of substantially the following legends on certificates representing any of the securities referenced in the preceding sentence. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY 8, 2002 BETWEEN ASPEN TECHNOLOGY, INC. AND ACCENTURE LLP." The legend set forth above shall be removed if and when (i) the securities represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or (ii) enter into any swap or any other agreement or any transaction Accenture delivers to Aspen an opinion of counsel reasonably acceptable to Aspen to the effect that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions legends are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or no longer necessary.
(c) ▇▇▇▇’▇ redemption The provisions of units Section 3.2(a) shall apply only on such dates, if any, on which the Restricted Parties' aggregate Beneficial Ownership of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election Voting Stock is greater than five percent of the Company, shares Total Current Voting Power of Common Stock) all outstanding Voting Stock and shall terminate in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ event as of the consummation second anniversary of the Post-IPO Reorganization)date of this Agreement.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that, for Neither the period described in Section 2 (Depositor nor any Certificateholder shall direct the “Lock-Up Period”), it will not, without the prior written consent Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Company (which Issuer or the parties acknowledge will require the approval of at least a majority Owner Trustee under this Agreement or any of the members of other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Board of Directors not affiliated with ▇▇▇▇)Owner Trustee be permitted to follow any such direction, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectivelyif given. In addition, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 Issuer shall not apply to (a) the IPO Date Transactionsmaintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Post-IPO Reorganization or Depositor, the Certificateholders and any of their Affiliates, (c) ▇▇▇▇’▇ redemption not commingle its assets with those of units any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of partnership interests in the Operating Partnership any other Person, (“OP Units”e) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) other than as expressly set forth herein, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the name of the IPO Date TransactionsDepositor or any Certificateholder, (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the PostDepositor and the Certificateholders and any Affiliate thereof on an arm’s-IPO Reorganization or the redemption length basis, (o) maintain adequate capital in light of OP Units held by ▇▇▇▇ as its contemplated business operations, and (p) maintain appropriate records of the consummation of the Post-IPO Reorganization)all appropriate actions.
Appears in 1 contract
Sources: Trust Agreement (Chase Education Loan Trust 2007-A)
Restrictions. ▇▇▇▇ hereby agrees that, for During the period described commencing from the Effective Date and ending on the date of an Initial Public Offering, no Holdings Entity shall, except in Section 2 connection with (i) a registered Public Offering pursuant to the “LockRegistration Rights Agreement or (ii) tag-Up Period”)along rights or drag-along rights pursuant to Articles VII and VIII of the Voting Agreement, it will notsell, pledge, assign, grant a participation interest in. encumber or otherwise transfer or dispose of any Shares to any other Person, whether directly, indirectly, voluntari- ly, involuntarily, by operation of law, pursuant to judicial process or otherwise (a "Transfer") without the prior written consent of the Company (KMOC, which the parties acknowledge will require the approval of at least a majority shall not be unreasonably withheld, except in accordance with one of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to following:
(a) subject to compliance with the IPO Date Transactionsprovisions of Section 2.2. pursuant to a sale to any one Person or group in an amount less than 5% of the outstanding securities of any class of KMOC; provided, however, that the aggregate of such sales made by the Holdings Entities as a group in any one year shall not exceed 10% of the outstanding securities of any class of KMOC;
(b) pursuant to a merger, consolidation or other business combination involving Holdings, where Holdings is not the Post-IPO Reorganization surviving entity, or a sale of all or substantially all of Holdings's assets; provided, however, that the surviving or purchasing entity agrees to be bound by the terms of this Agreement and the Voting Agreement; or
(c) ▇▇▇▇’▇ redemption pursuant to a Transfer of units Shares by Holdings to a Wholly Owned Subsidiary, from a Wholly Owned Subsidiary of partnership interests Holdings to Holdings or between Wholly Owned Subsidiaries of Holdings (any such transferee shall be referred to herein as a "Permitted Transferee"). provided that in the Operating Partnership (“OP Units”) for cash (orcase of any such Transfer, Holdings shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the election name and address of the CompanyPermitted Transferee, shares the relationship between Holdings and the Permitted Transferee, and the Permitted Transferee shall have executed a copy of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than this Agreement as a result shareholder of KMOC. If any Permitted Transferee to whom Shares have been Transferred pursuant to this Section 2.1 by Holdings ceases to be a Permitted Transferee, such Shares shall be Transferred back to Holdings immediately prior to the IPO Date Transactions, the Post-IPO Reorganization or the redemption time such Person ceases to be a Permitted Transferee of OP Units held Holdings. Holdings and such Permitted Transferee shall be jointly and severally liable for any breach of this Agreement by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)such Permitted Transferee.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that, for (a) All Purchased Restricted Shares shall be fully vested and credited as fully paid at the period described time of payment in full of the amount specified in Section 2 1 hereof. There will be no restrictions on sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (the “Lock-Up Period”)voting or other) or other disposition of, it will notor creation of a security interest in or lien on, without the prior written consent any of the Company (which the parties acknowledge will require the approval of at least a majority Purchased Restricted Shares or any agreement or commitment to do any of the members foregoing (each a "Transfer") with respect to the Purchased Restricted Shares, whether voluntary or involuntary, by operation of the Board of Directors not affiliated with ▇▇▇▇)law or otherwise, directly or indirectly: except as set forth specifically in this Restricted Share Agreement, including (i) offerSection 2(b) hereof, pledgewhich provides that, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as upon termination of the consummation of the Post-IPO Reorganization (collectivelyParticipant's employment, the “Lock-Up Securities”)Participant can be required to sell the Purchased Restricted Shares to the Company, or subject to certain terms and conditions, (ii) enter into any swap Section 13 hereof, which provides that no Purchased Restricted Shares shall be sold, assigned, transferred, pledged, hypothecated or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, otherwise disposed of prior to the economic consequence of ownership end of the Lock-Up SecuritiesPeriod except as otherwise expressly permitted under this Restricted Share Agreement, whether any such swap or transaction (iii) Section 14(a) hereof, which provides that Participant's right to participate in certain sales is subject to specified requirements and limitations, and (iv) Section 14(b) hereof, which provides that Participant can be settled by delivery of Common Stock or other securities, compelled to participate in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, certain sales.
(b) Upon any termination of the Post-IPO Reorganization Participant's employment with the Company or any affiliate of the Company (cunless, upon such termination, Participant immediately becomes employed by the Company or another affiliate of the Company) ▇▇▇▇’▇ redemption for any reason prior to the Public Offering Date (as defined in Section 13(b) below) (a "Call Purchase Event"), subject to the provisions of units of partnership interests this Section 2(b), the Company may, at its option, exercisable by written notice (a "Call Notice") delivered to the Participant (or in the Operating Partnership case of a deceased Participant, the Participant's personal representative, executor or administrator) within ninety (“OP Units”90) for cash days after the applicable Call Purchase Event (or, at in the election event the applicable Call Purchase Event is the death of the CompanyParticipant, shares within thirty (30) days after the appointment and qualification of Common Stockthe deceased Participant's personal representative, if later), elect to repurchase and, upon the giving of such notice, the Company shall be obligated to repurchase and the Participant (and the related transferees, if any, of the Participant or, in the case of a deceased Participant, his personal representative, executor or administrator) in accordance (the "Seller") shall be obligated to sell, all of the Restricted Purchased Shares held by the Seller at a per-Share price equal to:
(i) if the Participant is terminated by the Company or an affiliate for Cause, then the lower of (x) Fair Market Value or (y) US$10;
(ii) if the Participant is terminated by the Company or an affiliate without Cause, then Fair Market Value; or
(iii) if Participant's employment with the terms of the OP Agreement. For the avoidance of doubtCompany or any affiliate terminates for any other reason, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)then US$10.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that, for (a) The Company shall not be required to issue any shares of Common Stock under this Warrant if the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent issuance of such shares would constitute a violation by the Company (which the parties acknowledge will require the approval of at least a majority any provision of the members any law, rule or regulation of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offerany governmental authority, pledgeincluding without limitation, sell, contract to sell, sell any option compliance with the registration or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose qualification requirement of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), applicable federal and state securities laws or (ii) enter into any swap applicable self governing organization or stock exchange, including without limitation, the rules, regulations or listing requirements of The Nasdaq Stock Market or the SWX Swiss Exchange. If at any time the Company shall determine, based upon the advice of securities counsel, that the registration, qualification or listing of any shares subject to this Warrant under any applicable state or federal law or other agreement applicable rules or any transaction that transfersregulations (including those of Nasdaq or the SWX Swiss Exchange) is necessary as a condition of, in whole or in part, directly or indirectlyconnection with, the economic consequence issuance of ownership of shares, the Lock-Up Securities, whether Company shall not be required to issue any such swap or transaction is to be settled by delivery shares of Common Stock or other securitiesunder this Warrant unless the Company has received evidence reasonably satisfactory to it that (A) in connection with the Securities Act, a registration statement under the Securities Act is in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) effect with respect to any such shares or the holder of ▇▇▇▇’▇ Lock-Up this Warrant may acquire such shares pursuant to an exemption from registration under the Securities or Act, and (B) in connection with respect to any security that includesthe SWX Swiss Exchange, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding shares have been properly listed on the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, SWX Exchange.
(b) If the Post-IPO Reorganization or Warrantholder has not paid in full (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) manner and in accordance with the terms of the OP Asset Purchase Agreement or as otherwise agreed by the Company and the Warrantholder), any amounts owed to the Company pursuant to Section 8 of the Asset Purchase Agreement and the Warrantholder elects to exercise this Warrant during the pendency of any such outstanding deficiency, then the aggregate Exercise Price in effect immediately prior to such time will be increased (solely for purposes of this paragraph 2.5(b)) by the deficient amount owed to the Company by the Warrantholder. Notwithstanding the foregoing, and except as otherwise set forth in Section 8(b)(v) of the Asset Purchase Agreement. For , if any such deficiency has not been finally resolved, paid or settled at the avoidance conclusion of doubtthe Exercise Period, Lock-Up Securities then the Warrantholder may not exercise this Warrant and the Company shall not include be required to issue any OP Units or shares of Common Stock acquired by ▇▇▇▇ after under this Warrant. Neither the date hereof (exercise of nor the failure to exercise this right will constitute an election of remedies or limit the Company in any manner in the enforcement of any other than as a result of remedies that may be available to the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Company.
Appears in 1 contract
Sources: Warrant Agreement (E Centives Inc)
Restrictions. ▇▇▇▇ hereby agrees that, for Neither the period described in Section 2 (Depositor nor any Certificateholder shall direct the “Lock-Up Period”), it will not, without the prior written consent Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Company (which Issuer or the parties acknowledge will require the approval of at least a majority Owner Trustee under this Agreement or any of the members of other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Board of Directors not affiliated with ▇▇▇▇)Owner Trustee be permitted to follow any such direction, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectivelyif given. In addition, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 Issuer shall not apply to (a) the IPO Date Transactionsmaintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Post-IPO Reorganization or Depositor, the Certificateholders and any of their Affiliates and, (c) ▇▇▇▇’▇ redemption not commingle its assets with those of units any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of partnership interests in the Operating Partnership any other Person, (“OP Units”e) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) other than as expressly set forth herein, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the name of the IPO Date TransactionsDepositor or any Certificateholder, (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the PostDepositor and the Certificateholders and any Affiliate thereof on an arm’s-IPO Reorganization or the redemption length basis, (o) maintain adequate capital in light of OP Units held by ▇▇▇▇ as its contemplated business operations, and (p) maintain appropriate records of the consummation of the Post-IPO Reorganization)all appropriate actions.
Appears in 1 contract
Sources: Trust Agreement (Collegiate Funding of Delaware LLC)
Restrictions. ▇▇▇▇ hereby agrees that, for (a) The shares of Restricted Stock are awarded to the period described Grantee on the condition that the Grantee remain in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent employment of the Company or a Subsidiary throughout the Forfeiture Period (as defined below).
(b) The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the later of:
(i) the third anniversary of the date of this Agreement; and
(ii) the last day of the Company’s single fiscal year during which the parties acknowledge will require the approval Company has both (A) net sales from operations of at least a majority $______________, and (B) operating income of at least ___ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or other business combination. The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be made by the Committee and approved by the Board at the Committee’s and Board’s sole discretion. If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the members fifth full fiscal year after the date of this Agreement, then this Agreement shall expire and the Board Grantee shall forfeit the shares of Directors Restricted Stock granted pursuant to this Agreement.
(c) During the Forfeiture Period, the shares of Restricted Stock may not affiliated with ▇▇▇▇)be sold, directly exchanged, transferred, pledged, hypothecated, or indirectly: (i) offerotherwise disposed of, pledge, sell, contract and the Grantee agrees not to sell, sell any option or contract to purchaseexchange, purchase any option or contract to selltransfer, grant any option, right or warrant for the sale of, pledge or otherwise dispose of any of such shares, or transfer attempt to do so, during the Forfeiture Period.
(Ad) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of During the consummation of the Post-IPO Reorganization (collectivelyForfeiture Period, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfersCommittee, in whole or in partits discretion, directly or indirectlybut subject to approval by the Board, the economic consequence of ownership of the Lock-Up Securities, whether may modify and/or terminate this Agreement at any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in time and for any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)reason.
Appears in 1 contract
Restrictions. ▇▇▇▇ Optionee hereby agrees thatrepresents and warrants to the Corporation as follows:
(a) The Option and the right to purchase the Option Shares is personal to the Optionee and shall not be transferred to any other person, for other than by will or the period described in Section 2 laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (the “Lock-Up Period”"ERISA"), it will notor by the rules promulgated under the Code or ERISA. The Option and the right to purchase the Option Shares shall not be collaterally assigned, without the prior written consent pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company Option or of any rights granted under this Agreement contrary to the provisions of this section 5, or the levy of any attachment or similar process upon the Option or such right, shall be null and void.
(which b) Notwithstanding anything to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇contrary contained in paragraph 5(a), directly or indirectly: ,
(i) offerin the event of Optionee's death, pledgeOptionee's executor(s), selladministrator(s) or the person(s) to whom the Optionee's rights under the Option shall pass by will or applicable laws of decent and distribution, contract may exercise, within one year of Optionee's death, the Option to sellthe extent that Optionee was entitled to exercise the Option on the date of Optionee's death; and
(ii) in the event of Optionee's permanent and total disability, sell any option Optionee's legally appointed representative(s) may exercise, within one year of Optionee's permanent and total disability, the Option to the extent that Optionee was entitled to exercise the Option on the date of Optionee's permanent and total disability.
(c) Optionee has been advised and understands that:
(i) the Option has been issued in reliance upon an exemption from registration under the Securities Act and applicable state statutes;
(ii) the Option Shares have not been registered under the Securities Act or contract to purchaseapplicable state statutes and must be held and may not be sold, purchase any option or contract to sell, grant any option, right or warrant for the sale oftransferred, or otherwise dispose disposed of for value unless the Option Shares are subsequently registered under the Securities Act or an exemption from such registration is available;
(iii) the Corporation is under no obligation to register the Option or the Option Shares under the Securities Act or any applicable state statutes;
(iv) the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation Option Shares and any certificate issued upon exercise of the Post-IPO Reorganization Option representing any Option Shares will bear on its face a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE "SECURITIES ACT"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD DISTRIBUTION OR RESALE, the “Lock-Up SecuritiesAND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH INTEREST UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Compliance Systems Corp)
Restrictions. ▇▇▇▇ hereby agrees thatThe Company will not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of a previous Demand Registration, except to the extent the underwriters agree to a shorter period; provided, that at all times the Company must comply with the provisions of Section 5.3. With respect to any Demand Registration, if (a) the Board determines in good faith that such filing (i) would be materially detrimental to the Company, (ii) would require a disclosure of a material fact that might reasonably be expected to have a material adverse effect on the Company or any plan or proposal by the Company or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities or any merger, consolidation, tender offer, material financing or other significant transaction, or (iii) is inadvisable because the Company is planning to prepare and file a registration statement for a primary offering by the period described in Section 2 Company of its securities, and (b) the “Lock-Up Period”), it will not, without Company shall furnish the prior written consent holders of Registrable Securities who have requested a Demand Registration a certificate signed by an executive officer of the Company to such effect, the Company may postpone for up to one hundred twenty (which 120) days the parties acknowledge will require filing or the approval effectiveness of at least a registration statement for a Demand Registration; provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of a registration statement for a Demand Registration for more than one hundred twenty (120) days during any twelve (12) month period (unless the holders of a majority of the members unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer postponement of the Board filing or effectiveness of Directors not affiliated with ▇▇▇▇such registration statement); provided further, directly that, in the event the filing or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as effectiveness of the consummation registration statement is postponed, the Initiating Stockholder shall be entitled to withdraw the request for Demand Registration, and if such Demand Registration is withdrawn, such Demand Registration shall not count as one of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)permitted Demand Registrations hereunder.
Appears in 1 contract
Sources: Registration Rights Agreement (Visionary Systems, Inc.)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding anything herein to the contrary, the parties agree as follows:
(a) In the event that in connection with an underwritten public offering, the managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be included in such Registration for marketing purposes, AMG shall not be required to register Registrable Securities in excess of such limitation, provided that the period described reduction in Section 2 the number of securities which may be included in such Registration to comply with such limitation is imposed pro rata (based either (as determined by AMG, in its sole discretion) on relative number of securities held or relative number of securities sought to be included in such Registration) with respect to the “LockHolders and all managers of companies providing Investment Management Services in which AMG 53 57 may invest after the date hereof and which have so-Up Period”called incidental or piggyback registration rights (it being understood that such limitation may be imposed as to all holders of such securities and the Holders prior to the imposition of any limitation on other holders of AMG securities).
(b) If requested in writing by the managing underwriter(s), it will notif any, without the prior written consent of the Company (which the parties acknowledge will require the approval any underwritten public offering of at least a majority of the members of the Board of Directors AMG Stock, each Non-Manager Member and each Employee Stockholder agrees not affiliated with ▇▇▇▇), directly or indirectly: (i) to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of any shares of AMG Stock (or transfer any securities convertible into or exchangeable for AMG Stock) except as part of such underwritten public offering within thirty (A30) any IPO Date Equity days before or one hundred and eighty (B180) any Post-Reorganization Equity owned by ▇▇▇▇ as days after the effective date of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) registration statement filed with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or said offering.
(c) ▇▇▇▇’▇ redemption Following the effectiveness of units a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder and each Employee Stockholder agrees not to effect any sales of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common AMG Stock acquired by ▇▇▇▇ after the date hereof (other than they have received notice from AMG to suspend sales as a result of the IPO Date Transactionscommencement of any Suspension Period. Each Holder may recommence effecting sales of AMG Stock following further notice to such effect from AMG, which shall be given by AMG not later than five (5) business days after the Post-IPO Reorganization conclusion of each Suspension Period. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a Registration Statement to remain in effect or (ii) to permit the sale of AMG Stock by Holders and by limited partners, members or management employees of other entities in which AMG is a general partner or manager member (without prejudice to any particular holder), and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the redemption pendency or occurrence of OP Units held any other event that would require additional disclosure of material information by ▇▇▇▇ AMG in a registration statement as of the consummation of the Post-IPO Reorganization)to which AMG has a bona fide business purpose for preserving confidentiality or which renders AMG unable to comply with applicable legal requirements.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Affiliated Managers Group Inc)
Restrictions. ▇▇▇▇ hereby agrees (a) Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to liability under Section 16 of the Exchange Act, sell any Option Share issued hereunder until the expiration of the six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to such liability and consents to disgorge any profits relating thereto to the Company.
(b) Optionee may not exercise this Option if, and to the extent that, for Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent Restated Bylaws of the Company (which or any successor provision in the parties acknowledge will require the approval of at least a majority charter or bylaws of the members Company or its successor in interest); provided, however, that with respect to that portion of the Board Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date.
(c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of Directors not affiliated with ▇▇▇▇the Option pursuant to Section 8(b), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as term of the consummation Option shall be extended with respect to that portion of the PostOption Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date.
(d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-IPO Reorganization Laws of the Company (collectivelyor any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Option Shares will contain a legend substantially to the following effect (or as may be required to give notice of any successor provision in the charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS.
(e) Optionee understands and acknowledges that the “Lock-Up Securities”Option and Option Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) enter into any swap or any other agreement or any transaction applicable securities laws and represents that transfers, in whole or in part, directly or indirectly, he is acquiring the economic consequence of ownership of Option and will acquire the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in Option Shares for his own account for investment and not with a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect view to any of ▇▇▇▇’▇ Lock-Up Securities or with respect distribution thereof. Optionee acknowledges that, unless issued pursuant to any security that includesan effective registration statement, relates toeach certificate for Option Shares will contain a legend substantially to the following effect: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or derives any significant part of its value from such Lock-Up SecuritiesAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. Notwithstanding the foregoingNEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date TransactionsSOLD, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orASSIGNED, at the election of the CompanyTRANSFERRED, shares of Common Stock) in accordance with the terms of the OP AgreementPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION. For the avoidance of doubtTHE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsSELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
Appears in 1 contract
Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Takedo▇▇ ▇▇▇▇est pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any bre▇▇▇ ▇r failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration sta▇▇▇▇▇t or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), Moore shall notify the GSC Investors of the basis therefore and ▇▇▇▇▇ hereby agrees that, for not be required to notify the period described in Section 2 (holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the “Lock-end of the Black Out Period or Lock Up Period”), it as the case may be, in which event, Moore will not, without file such Registration Statement or Canadian Prospectu▇ ▇▇ later than the prior written consent later of (a) 120 days after the original demand and (B) 60 days after the end of the Company Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of any Registration Statement and/or ▇▇▇▇dian Prospectus (which and, in the parties acknowledge will require case of a Pending Event Suspension Period only, suspend the approval effectiveness of at least any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a majority period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the members event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors not affiliated with of Moore (the "BOARD"), result in the Registration Statement, and any re▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of▇ Prospectus, or otherwise dispose Canadian Prospectus or any such document containing an untrue statement of a material fact or transfer omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (A2) any IPO Date Equity or (B) any Post-Reorganization Equity owned by in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing th▇ ▇▇▇▇ as stence of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), such event or circumstance or (iiII) enter into any swap for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or i▇ ▇▇▇rently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇form under ▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if ▇ities Act appropriate for a public offering of such Lock-Up Securities would be disposed securities of by someone Moore (other than a registration on Form S-8), or in an underwritten ▇▇▇▇. Such prohibited hedging lic offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or other transactions would include without limitation will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any short sale or period suspended, including the Effectiveness Period, shall be extended by the number of days in any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from Black Out Period occurring during such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Moore Corporation LTD)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding anything herein to the contrary, the parties agree as follows:
(a) In the event that in connection with an underwritten public offering, the managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be included in such Registration for marketing purposes, AMG shall not be required to register Registrable Securities in excess of such limitation, provided that the period described reduction in Section 2 the number of securities which may be included in such Registration to comply with such limitation is imposed pro rata (based either (as determined by AMG, in its sole discretion) on relative number of securities held or relative number of securities sought to be included in such Registration) with respect to the “LockHolders and all managers of companies providing Investment Management Services in which AMG may invest after the date hereof and which have so-Up Period”called incidental or piggyback registration rights (it being understood that such limitation may be imposed as to all holders of such securities and the Holders prior to the imposition of any limitation on other holders of AMG securities).
(b) If requested in writing by the managing underwriter(s), it will notif any, without the prior written consent of the Company any underwritten public offering of AMG Stock, each Non-Manager Member and each Employee Stockholder (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors and their respective Permitted Transferees) agrees not affiliated with ▇▇▇▇), directly or indirectly: (i) to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of any shares of AMG Stock (or transfer any securities convertible into or exchangeable for AMG Stock) except as part of such underwritten public offering within thirty (A30) any IPO Date Equity days before or one hundred and eighty (B180) any Post-Reorganization Equity owned by ▇▇▇▇ as days after the effective date of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) registration statement filed with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or said offering.
(c) ▇▇▇▇’▇ redemption Following the effectiveness of units a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder and each Employee Stockholder agrees not to effect any sales of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common AMG Stock acquired by ▇▇▇▇ after the date hereof (other than they have received notice from AMG to suspend sales as a result of the IPO Date Transactionscommencement of any Suspension Period. Each Holder may recommence effecting sales of AMG Stock following further notice to such effect from AMG, which shall be given by AMG not later than five (5) business days after the Post-IPO Reorganization conclusion of each Suspension Period. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a Registration Statement to remain in effect or (ii) to permit the sale of AMG Stock by Holders and by limited partners, members or management employees of other entities in which AMG is a general partner or manager member (without prejudice to any particular holder), and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the redemption pendency or occurrence of OP Units held any other event that would require additional disclosure of material information by ▇▇▇▇ AMG in a registration statement as of the consummation of the Post-IPO Reorganization)to which AMG has a bona fide business purpose for preserving confidentiality or which renders AMG unable to comply with applicable legal requirements.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Affiliated Managers Group Inc)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding anything to the contrary contained in this Guarantee and Security Agreement, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent none of the Company (which Collateral Agent, the parties acknowledge Investor or any Grantor will require take or instruct the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: Collateral Agent to take any action pursuant to this Guarantee and Security Agreement that (i) offer, pledge, sell, contract to sell, sell would constitute or result in any option assignment of a Permit (as defined in Section 4.03(a)) or contract to purchase, purchase any option transfer of control of such Grantor or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose Subsidiary of such Grantor if such assignment of a Permit or transfer of control would require under then existing law (Aincluding the written rules and regulations promulgated by the FCC) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as the prior approval of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), FCC or any State PUC or (ii) enter into any swap would otherwise require the prior approval of the FCC or any other agreement or any transaction that transfersState PUC, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any unless such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right approval has been obtained (including without limitation any put or call optionas applicable) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesState PUC or from the FCC. Notwithstanding Without limiting the generality of the foregoing, the restrictions contained in this Section 1 shall not apply to Collateral Agent and the Investor each specifically agrees that (a) voting rights with respect to the IPO Date TransactionsPledged Collateral will remain with the holders of such voting rights during the existence of an Event of Default unless and until any required prior approvals to the transfer of such voting rights have been obtained (as applicable) from such State PUC or from the FCC, and (b) during the Post-IPO Reorganization existence of any Event of Default and foreclosure upon the Pledged Collateral by the Collateral Agent, there will be either a private or public sale of the Pledged Collateral, and (c) ▇▇▇▇’▇ redemption prior to the exercise of units voting rights by the purchaser at any such sale, any consent of partnership interests in any State PUC or the Operating Partnership FCC required pursuant to any State Communications Act or the Federal Communications Act (“OP Units”respectively) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreementwill be obtained. For the avoidance purposes of doubtthis Section 6.04, Lock-Up Securities shall not include "FCC" means the Federal Communications Commission or any OP Units other entity or shares agency that succeeds to its responsibilities and powers, "State Communications Acts" means the laws of Common Stock acquired any state in which any Grantor or any Subsidiary of such Grantor does business that govern the provision of communications services offered or performed by ▇▇▇▇ after such Grantor or any Subsidiary of such Grantor within such state and are applicable to such Grantor or such Subsidiary of such Grantor, as amended from time to time, and as implemented by the date hereof (other than as a result rules, regulations, and orders of the IPO Date Transactions, applicable State PUC or any court of competent jurisdiction and "State PUC" means the Post-IPO Reorganization public utility commission or other regulatory agency of any state in which any Grantor or any Subsidiary of such Grantor does business that is vested with jurisdiction over such Grantor or such Subsidiary of such Grantor and over State Communications Acts or the redemption provision of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)communication services within such state.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees (a) Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to liability under Section 16 of the Exchange Act, sell any Option Share issued hereunder until the expiration of the six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to such liability and consents to disgorge any profits relating thereto to the Company.
(b) Optionee may not exercise this Option if, and to the extent that, for Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent Restated Bylaws of the Company (which or any successor provision in the parties acknowledge will require the approval of at least a majority charter or bylaws of the members Company or its successor in interest); provided, however, that with respect to that portion of the Board Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date.
(c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of Directors not affiliated with ▇▇▇▇the Option pursuant to Section 8(b), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as term of the consummation Option shall be extended with respect to that portion of the PostOption Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date.
(d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-IPO Reorganization Laws of the Company (collectivelyor any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Option Shares will contain a legend substantially to the following effect (or as may be required to give notice of any successor provision in the charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS.
(e) Optionee understands and acknowledges that the “Lock-Up Securities”Option and Option Shares have not been registered under the Securities ACt of 1933, as amended (the "Securities Act"), or (ii) enter into any swap or any other agreement or any transaction applicable securities laws and represents that transfers, in whole or in part, directly or indirectly, he is acquiring the economic consequence of ownership of Option and will acquire the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in Option Shares for his own account for investment and not with a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect view to any of ▇▇▇▇’▇ Lock-Up Securities or with respect distribution thereof. Optionee acknowledges that, unless issued pursuant to any security that includesan effective registration statement, relates toeach certificate for Option Shares will contain a legend substantially to the following effect: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or derives any significant part of its value from such Lock-Up SecuritiesAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. Notwithstanding the foregoingNEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date TransactionsSOLD, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orASSIGNED, at the election of the CompanyTRANSFERRED, shares of Common Stock) in accordance with the terms of the OP AgreementPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION. For the avoidance of doubtTHE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date TransactionsSELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that(a) Except as otherwise provided for in the Award Agreement, upon any Termination of Employment, for a one-year period thereafter, the period described Company shall have the right, but not the obligation, to purchase all Common Shares awarded hereunder or acquired pursuant to an Award, for their Fair Market Value at the time of purchase by the Company. These rights shall be in addition to the right of first refusal pursuant to Section 2 (11.09(b); provided, however, that in the “Lock-Up Period”event the Company decides not to exercise its rights pursuant to Section 11.09(b), it will not, without the prior written consent provisions of this Section 11.09(a) shall cease to apply with respect to those Common Shares that were offered to the Company and sold in accordance with the provisions of Section 11.09(b).
(which b) Except as otherwise provided for in the parties acknowledge will require Award Agreement, if an individual desires and is permitted to sell, encumber or otherwise dispose of shares of Common Shares awarded hereunder or acquired pursuant to an Award, the approval of at least a majority of individual shall first offer the members of shares to the Board of Directors not affiliated with ▇▇▇▇), directly or indirectlyCompany by giving the Company written notice disclosing: (i) the name of the proposed transferee of the Common Shares; (ii) the certificate number and number of shares of Common Shares proposed to be transferred or encumbered; (iii) the proposed price; (iv) all other terms of the proposed transfer; and (v) a written copy of the proposed offer. Within 60 days after receipt of such notice, pledgethe Company shall have the option to purchase all or part of such Common Shares same price and on the same terms as contained in such notice (the "Option Period"). In the event the Company does not exercise the option to purchase the Common Shares, sellas provided above, contract the individual shall have the right to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, encumber or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as his shares of Common Shares on the terms of the consummation transfer set forth in the written notice to the Company, provided such transfer is effected within 30 days after the expiration of the Post-IPO Reorganization (collectivelyOption Period. If the transfer is not effected within such period, the “Lock-Up Securities”)Company must again be given an option to purchase, as provided above.
(c) On and after the date a class of the Company's securities are registered under Section 12(b) or (ii12(g) enter into any swap or any other agreement or any transaction that transfersof the Securities Exchange Act of 1934, in whole or in part, directly or indirectlyas amended, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is Company shall have no further right to be settled by delivery purchase shares of Common Stock or other securitiesShares under this Section 11.09, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could and its limitations shall be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right null and void.
(including without limitation any put or call optiond) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in Committee may require that a Participant execute any other documents it deems necessary or desirable with respect to any Common Shares distributed or purchased pursuant to this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Plan.
Appears in 1 contract
Sources: 2003 Stock Option and Incentive Plan (Spirit Finance Corp)
Restrictions. ▇▇▇▇ hereby agrees that(a) No Stockholder shall, for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)voluntarily or involuntarily, directly or indirectly: (i) offer, sell, assign, donate, hypothecate, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellencumber, grant any option, right a security interest in or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or in any other agreement or manner transfer, any transaction that transfersRegistrable Securities, in whole or in part, directly or indirectlyany other right or interest therein, or enter into any transaction which results in the economic consequence equivalent of ownership a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer.
(b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state:
(i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all of the Lock-Up Securitiesterms, whether conditions and provisions of that certain Registration Rights Agreement, dated as of ___________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.”
(ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any such swap state securities laws. The securities have been acquired for investment and may not be sold or transaction transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.”
(c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be settled made on its books and records unless such Transfer is permitted by delivery this Agreement and has been made in accordance with the terms hereof.
(d) Each Stockholder agrees that it will not effect any Transfer of Common Stock Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act or other securitiespursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (ii) in accordance with all applicable Laws (including, in cash or otherwise. without limitation, all securities laws).
(e) The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 2.1 shall not apply to (a) expire on the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election first anniversary of the Company, shares date of Common Stock) in accordance with the terms of the OP this Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization).
Appears in 1 contract
Sources: Registration Rights Agreement (General Finance CORP)
Restrictions. ▇▇▇▇ hereby agrees that(a) During the Term, and only to the extent that Executive submits his resignation in accordance with Section 3(a), thereafter for the a two (2) year period described in Section 2 (the “Lock-Up Restriction Period”), it will notExecutive agrees that, without the prior express written consent of approval from the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors Board, he shall not affiliated compete with ▇▇▇▇), VTEQ and its affiliates by directly or indirectly: (i) offerindirectly engaging in the Business, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, either directly or indirectly, the economic consequence as an individual, partner, member, corporation, limited liability company, limited liability partnership, officer of ownership of the Lock-Up Securities, whether any such swap a corporation or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging other capacity whatsoever at any location at which VTEQ or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation its affiliates conducts business and/or provides any short sale or any purchase, sale or grant of any right services.
(including without limitation any put or call optionb) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security Executive acknowledges that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 10 of this Agreement, in view of the nature of the activities in which VTEQ and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of VTEQ and its affiliates, and that any violation thereof would result in irreparable injuries to VTEQ and/or its affiliate(s), as the case may be. Executive, therefore, acknowledges that, in the event of the violation of any of these restrictions, VTEQ shall not apply be entitled to (a) the IPO Date Transactionsobtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, (b) the Post-IPO Reorganization as well as attorney’s fees and costs, damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative, and in addition to any other rights or remedies to which VTEQ may be entitled.
(c) ▇▇▇▇’▇ redemption Executive agrees that the restrictions contained in this Section 10 of units this Agreement are an essential element of partnership interests in the Operating Partnership Executive’s compensation that Executive is granted hereunder and, but for Executive’s agreement to comply with such restrictions, VTEQ would not have entered into this Agreement.
(“OP Units”d) for cash (or, at the election If any of the Companyrestrictions set forth in this Section 10 should, shares for any reason, be adjudged invalid or unreasonable in any proceeding, then the validity or enforceability of Common Stockthe remainder of such restrictions shall not be adversely affected. If the Restriction Period or the area specified in this Section 10 of this Agreement shall be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof or both, so that such restrictions may be enforced in such area and for such period of time as is adjudged to be reasonable. If Executive violates any of the restrictions contained in this Section 10, the Restriction Period shall not run in favor of Executive from the time of commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of VTEQ.
(e) in accordance The terms of this Section 10 shall survive the termination of this Agreement. Executive acknowledges that he can be gainfully employed and still comply with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall this Section 10 and that it is not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)unduly inconvenient to him.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, for unless a contrary indication appears in this Agreement, shall specify the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (date or dates upon which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly relevant cancellation or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction prepayment is to be settled by delivery made and the amount of Common Stock that cancellation or other securitiesprepayment.
(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, in cash subject to any Break Costs, without premium or otherwise. penalty.
(c) The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in Borrower may not reborrow any hedging or other transaction part of the Facility which is designed to prepaid.
(d) The Borrower shall not repay or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale prepay all or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, Loan or cancel all or any part of the restrictions contained Commitments except at the times and in the manner expressly provided for in this Section 1 Agreement.
(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
(f) If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.
(g) Clause 7.4 (Mandatory prepayment of proceeds) shall not apply to the extent that it would be unlawful to do so, provided that the Borrower has (aand it shall ensure that the relevant member(s) of the IPO Date TransactionsGroup have) used all reasonable efforts to:
(i) avoid such unlawfulness and, if and to the extent it is not unlawful to do so, to pay such Net Proceeds into an account which is subject to security, in form and substance satisfactory to the Security Agent (bacting reasonably), in favor of the Lenders to secure all of the obligations of the Obligors under the Finance Documents; and
(ii) facilitate cash movement within the Post-IPO Reorganization or Group (c) ▇▇▇▇’▇ redemption of units of partnership interests in taking into account the Operating Partnership (“OP Units”) need for cash (or, at the election resources of relevant members of the CompanyGroup) to enable an amount equal to the prepayment to be made, shares of Common Stock) in accordance with until the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)relevant unlawfulness no longer applies.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees thatThe Company shall not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of a previous Demand Registration or a previous registration in which the Holders of Holder Registrable Securities were given piggyback rights pursuant to Section 2 hereof and in which there was no reduction in the number of Holder Registrable Securities requested to be included. The Company shall be entitled to postpone, for a reasonable period of time not in excess of ninety (90) days after its receipt of an initial request for a Demand Registration pursuant to this Agreement, the period filing of any registration statement if at the time it received a request therefor, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries or affiliates; provided that the Company shall only be entitled to one postponement in any three hundred sixty-five (365) day period. The Company shall give the Holders of Holder Registrable Securities making such request written notice of such determination. In the event of such postponement, the Company shall file such registration statement as soon as practicable after it shall determine, in its reasonable business judgment, that such registration and offering will not interfere with the matters described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent first sentence of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a1(e) the IPO Date Transactionsor, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (orif later, at the election end of such ninety (90) day period. If the Company shall postpone the filing of any registration statement, the Holders of Holder Registrable Securities shall have the right to withdraw their request for such registration by giving notice to the Company within 15 days of the Companynotice of postponement; provided, shares however, that in the event that the Holders of Common Stock) Holder Registrable Securities withdraw their request in accordance with the terms of the OP Agreement. For the avoidance of doubtforegoing manner, Lock-Up Securities such request shall not include any OP Units or shares be counted for purposes of Common Stock acquired by ▇▇▇▇ after determining the date hereof (other than as a result number of registrations to which the IPO Date Transactions, the Post-IPO Reorganization or the redemption Holders of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Holder Registrable Securities are entitled pursuant to Section 1(a) above.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees that, for The Option and all Option Shares issued pursuant to the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent exercise of the Option evidenced by this Agreement shall be restricted as set forth herein.
(a) If at any time the Company (which shall determine, in their discretion, that the parties acknowledge will require listing, registration or qualification of the Option Shares on any securities exchange or under any state or federal law, or the consent or approval of at least any government regulatory body, is necessary or desirable as a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale condition of, or otherwise dispose of in connection with, the granting or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as exercise of the consummation Option or the issue or purchase of the Post-IPO Reorganization (collectivelyOption Shares, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, Option may not be exercised in whole or in partpart until such listing, directly registration, qualification, consent or indirectlyapproval shall have been effected or obtained free of any conditions not acceptable to the Company. Subject to the terms and provisions of the Agreement and Plan of Reorganization of even date herewith between the Company, PW Acquisition Corporation and CrossComm Corporation (the "Merger Agreement"), the economic consequence of ownership Company shall be under no obligation to effect or obtain any such listing, registration, qualification, consent or approval if the Company shall determine, in its reasonable judgment, that such action would not be in the best interest of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwiseCompany. The foregoing restrictions are expressly agreed Company shall be liable for damages due to preclude ▇▇▇▇ from engaging a delay in any hedging the delivery or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant issuance of any right (including stock certificates for any reason whatsoever, including, without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, limitation,
(b) The Company may suspend for a reasonable period or periods the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests time during which this Option may be exercised if, in the Operating Partnership (“OP Units”) for cash (or, at the election reasonable opinion of the Company, shares such suspension is required to enable the Company to remain in compliance with regulatory requirements relating to the issuance of Common Stock) Shares subject to this Option; provided, however, that in accordance with the terms of event that Company suspends the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactionsperiod during which this Option may be exercised pursuant to this Section 6(b), the Post-IPO Reorganization or period of time during which this Option may be exercised shall be extended for a period of time equal to the redemption time during which the exercise of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)this Option was suspended.
Appears in 1 contract
Sources: Consulting Agreement (Olicom a S)
Restrictions. ▇▇▇▇ hereby agrees thatNotwithstanding anything to the contrary contained in this Agreement, for all redemptions of Class B Common Interests by the period described Company pursuant to this Section 11.5 shall be subject to applicable restrictions contained in the Act and in the Company’s debt financing agreements and if any such restrictions prohibit the redemption of Class B Common Interests pursuant to this Section 11.5 which the Company is otherwise entitled or required to make, the time periods provided in Section 2 (the “Lock-Up Period”)11.5(e) shall be suspended, it will not, without the prior written consent of and the Company (may make such redemptions as soon as any applicable restrictions allow; provided that the price at which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ such redemption is made shall be fixed as of the consummation date such redemption would have occurred had there not existed any restrictions on such redemption. Furthermore, nothing shall require the Company to segregate or set aside any funds or other property for the purpose of making any payment or Distribution pursuant to this Section 11.5. The right of any Member or beneficiary thereof to receive any payment or Distribution hereunder shall be an unsecured claim against the general assets of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesCompany. Notwithstanding anything to the foregoing, the restrictions contained contrary in this Section 1 11.5(f), a Founding Firm shall not apply remain a Member and shall be entitled to all of the rights, benefits and privileges of being a Member until it shall have received payment in full for its Class B Common Interests, and no redemption shall be effective prior to such time. Notwithstanding anything to the contrary herein, if the application of this Section 11.5(f) prohibits the redemption of the Class B Common Interests of a Sanctioned Person pursuant to Section 11.5(c), the Company shall redeem such Class B Common Interests by providing such Sanctioned Person a promissory note, the terms of which shall be determined by the Majority Vote of disinterested Directors, in a principal amount equal to the lower of (aI) the IPO Date Transactions, balance of such Member’s Capital Account (as adjusted pursuant to paragraph (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Companydefinition of Gross Asset Value) and (II) the Fair Market Value of such Sanctioned Person’s Common Interests, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubteach case, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ determined as of the consummation date the Company determines to redeem such Sanctioned Person, payable at such time as any applicable restrictions allow, and the Company shall become the owner of the Post-IPO Reorganization).such Class B Common Interests upon tender of such promissory note.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Section 2 (the “Lock-Up Period”), it will The Company shall not, without the prior ------------ written consent of either (1) the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII or (2) the holders of a majority of the shares of Class B Preferred Stock held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be taken unless such action has the prior written consent of the Company (which the parties acknowledge will require the approval holders of at least a majority of the members shares of Class B Preferred Stock held by WCAS VII and the holders of a majority of the shares of Class B Preferred Stock held by GTCR; it being understood that so long as there are two representatives designated by each of WCAS VII and GTCR on the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Stockholders Agreement. For , then (a) the avoidance consent of doubt, Lock-Up Securities shall not include any OP Units or the holders of a majority of the shares of Common Class B Preferred Stock acquired held by ▇▇▇▇ after WCAS VII shall be deemed to have been given when the unanimous approval of the Directors designated by WCAS VII has been obtained, as evidenced by written minutes or board resolutions and (b) the consent of the holders of a majority of the shares of Class B Preferred Stock held by GTCR shall be deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidenced by written minutes or board resolutions;
(i) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, other than payments of dividends on, or redemption payments in respect of, the Class A Preferred Stock and the Class B Preferred Stock pursuant to the Certificate of Incorporation;
(ii) except (w) for the exercise of the call with respect to the Springing Shares provided in Section 1.04, (x) for redemptions or purchases of the Class A Preferred Stock or Class B Preferred Stock pursuant to the Certificate of Incorporation of the Company, (y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in effect as of the date hereof with the Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);
(iii) except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company or (y) upon the exercise of preemptive rights or warrants authorized as of the date hereof, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary;
(iv) merge or consolidate with any person or permit any Subsidiary to merge or consolidate with any person (other than as a result wholly owned Subsidiary);
(v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the IPO Date Transactionsconsolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business);
(vi) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form);
(vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture;
(viii) enter into, or permit any Subsidiary to enter into, the Postownership, active management or operation of any business other than the ownership and operation of businesses engaged as rehabilitation hospitals or specialty. long-IPO Reorganization term hospitals or engaged in rehabilitation services or contract therapy services or related businesses;
(ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement and the redemption of OP Units held Ancillary Agreements; or
(x) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness exceeding the amounts approved therefor by ▇▇▇▇ as of the consummation of Board in the Post-IPO Reorganization)annual budget.
Appears in 1 contract
Sources: Securities Purchase Agreement (Select Medical Corp)
Restrictions. ▇▇▇▇ hereby agrees that, for the period described in Notwithstanding Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap 2.1 or any other agreement term or any transaction condition of this Agreement, CEPHEID understands and agrees that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained licenses set forth in this Section 1 Agreement to CEPHEID and its Affiliates shall not apply to include:
(a) the IPO Date Transactionsright to grant sublicenses or to convey any implied licenses, except to the limited extent expressly provided in 2.1(ii) and Article 5;
(b) the Post-IPO Reorganization right to Sell Roche Patented Enzymes other than as replacement enzymes for use with Component Systems made by or for CEPHEID or its Affiliates;
(c) ▇▇▇▇’▇ redemption the right to convey with the Sale of units Roche Patented Enzymes, Instrument or other product on a stand-alone basis (i.e. independent of partnership interests the Sale of a Licensed Product which has a Label License) the right to practice any process, method or test covered by any Valid Claim of any Licensed Patents;
(d) the right to make or “have made” Roche Patented Enzymes;
(e) the right to “have made” Licensed Products other than Roche Patented Enzymes by a Third Party unless:
(i) all of such products so manufactured by such Third Party carry CEPHEID’s or its Affiliates’ own name and only those trademarks, tradenames, brand names and/or labels that CEPHEID is using on such products when Sold by CEPHEID or its Affiliates and, in the Operating Partnership (“OP Units”) event that any such products also carry the name of such Third Party, it shall be only to the effect that such Third Party manufactured such product, or a part thereof, for cash (orCEPHEID and is otherwise consistent, at the election including by its size and location, with recognition of the Companyproduct as an CEPHEID product;
(ii) all such products so manufactured by such Third Party are purchased by or otherwise transferred to CEPHEID or its Affiliates; and
(iii) such Third Party manufacturing for CEPHEID shall not otherwise be a Seller or distributor of unlicensed products which infringe Valid Claims of the Licensed Patents.
(f) the right, shares under the Licensed Patents for CEPHEID or its Affiliates to perform or otherwise engage in Diagnostic Services, other than clinical trials performed by or on behalf of Common StockCEPHEID or its Affiliates for purposes of clinical research and development of Licensed Products or the registration of Licensed Products; and
(g) the right to convey the necessary rights for End-Users to perform Diagnostic Services under Licensed Patents except in accordance conjunction with the terms Sale of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)Complete Diagnostic Kit.
Appears in 1 contract
Sources: Patent License Agreement (Cepheid)
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and Section 1.14, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubtqualification, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇'▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ hereby agrees thatis prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), for ▇▇▇▇▇ shall notify CLGI of the period described in Section 2 (basis therefore and shall not be required to notify the “Lock-holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period”), it as the case may be, in which event, ▇▇▇▇▇ will not, without file such Registration Statement or Canadian Prospectus no later than the prior written consent later of (a) 120 days after the original demand and (B) 60 days after the end of the Company Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (which and, in the parties acknowledge will require case of a Pending Event Suspension Period only, suspend the approval effectiveness of at least any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a majority period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the members event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such Lock-Up Securities would document containing an untrue statement of a material fact or omitting to state a material fact required to be disposed stated therein, or necessary in order to make the statements therein, in the light of by someone other than the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇. Such prohibited hedging ▇ has a bona fide business purpose for not then disclosing the existence of such event or other transactions would include without limitation any short circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any purchase, sale or grant other form under the Securities Act appropriate for a public offering of any right (including without limitation any put or call option) with respect to any such securities of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be extended by the number of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)days in any Black Out Period occurring during such Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Moore Corporation LTD)
Restrictions. ▇▇▇▇ hereby agrees thatThe holder of this Option, for by acceptance hereof, represents and warrants as follows:
(a) This Option and the period described in Section 2 (right to purchase Shares hereunder is personal to the “Lock-Up Period”)holder and shall not be transferred to any other person, it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: other than (i) offer, pledge, sell, contract to sell, sell any option by will or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose laws of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)descent and distribution, or (ii) enter into pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any swap way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Paragraph 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void.
(b) The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION.
(c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)law.
Appears in 1 contract
Sources: Stock Option Agreement (Blech Isaac)
Restrictions. ▇▇▇▇ hereby agrees that, for [This Section 3 shall only apply if the period described in Section 2 (Restricted Shares are subject to forfeiture and otherwise shall be deleted but marked “Intentionally Omitted.”] To the “Lock-Up Period”), it will not, without extent that the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract Restricted Shares remain subject to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained set forth in this Section 1 3, such restrictions shall not apply lapse in the event of a Change in Control, as defined and subject to the conditions set forth in the Plan.
(a) Except as provided in Sections 2(c) and 3(b), if the IPO Date TransactionsParticipant's employment with or other service to the Corporation or a Subsidiary terminates during the Restriction Period, then effective upon the date of termination, all Restricted Shares which are not vested shall automatic-ally be forfeited to the Corporation. Employment or other service will not be deemed to have terminated for this purpose by reason of a leave of absence approved by the Committee.
(b) If the Post-IPO Reorganization Participant retires from active service with the Corporation or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance with a Subsidiary under the terms of the OP AgreementKaman Corporation Employees' Pension Plan during the Restriction Period, effective upon retirement the Restricted Shares which are not vested will automatically be forfeited to the Corporation; except that, the Committee may, in its sole discretion, allow all restrictions set forth in this Section 3 to lapse in their entirety with respect to the Restricted Shares which thereupon shall be vested. For If the avoidance restrictions are allowed to lapse, certificates for the vested shares will be delivered in accordance with section 2(b).
(c) None of doubtthe Restricted Shares, Lock-Up Securities nor the Participant's interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restriction Period. In the event of any such action, all then Restricted Shares shall not include any OP Units automatically be forfeited to the Corporation effective upon the date of such event. The Participant will repay to the Corporation all dividends, if any, paid on or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactionsevent with respect to the forfeited shares.
(d) If the Participant at any time forfeits Restricted Shares pursuant to this Agreement, the Post-IPO Reorganization certificate or certificates for such Restricted Shares will be delivered by the redemption of OP Units held by ▇▇▇▇ as Custodian to the Corporation. All of the consummation Participant's rights to and interest in the Restricted Shares shall terminate upon forfeiture without payment of consideration.
(e) The Participant shall sign and deliver to the Corporation the stock powers attached hereto relating to the Restricted Shares. If Restricted Shares are forfeited under this Agreement, the Corporation shall direct the Transfer Agent and Registrar of the Post-IPO Reorganization)Corporation's Common Stock to make appropriate entries upon their records showing the cancellation of the certificate or certificates for the Restricted Shares and to return the shares represented thereby to the Corporation. The stock power gives the Custodian the authority to take any action necessary to affect the transfer of shares to the Corporation. The stock power or powers will be returned to the Participant upon expiration of the applicable Installment Restriction Period.
(f) The Committee shall make all determinations in connection with this Agreement, including determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares and all such determinations of the Committee shall be final and conclusive.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby (a) Each Holder agrees that, not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent benefit of the Company (which to be bound by this Section 1.2 and Section 1.3, provided and to the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇)extent such Sections are then applicable, directly or indirectly: and (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for there is then in effect a registration statement under the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”)Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, such Holder shall have notified the economic consequence of ownership Company of the Lock-Up Securitiesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, whether any and, if reasonably requested by the Company, such swap or transaction is Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to be settled by delivery of Common Stock or other securitiesthe Company, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or that such disposition of ▇▇▇▇’▇ Lock-Up will not require registration under the Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up SecuritiesAct. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.3 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions contained on transfer established in this Section 1 shall not apply to (a) the IPO Date Transactions, 1.2.
(b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the Post-IPO Reorganization following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, The Company shall promptly reissue unlegended certificates at the election request of any Holder thereof if the CompanyHolder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, shares of Common Stock) in accordance with the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units qualification or shares of Common Stock acquired by ▇▇▇▇ after the date hereof (other than as a result of the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization)legend.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees thatA. Grantee shall not sell, for the period described in Section 2 (the “Lock-Up Period”)exchange, it will notassign, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offeralienate, pledge, sellhypothecate, contract to sellencumber, sell any option or contract to purchasecharge, purchase any option or contract to sellgive, grant any option, right or warrant for the sale of, transfer or otherwise dispose of, either voluntarily or by operation of or transfer (A) law, any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as shares of the consummation 2007 Restricted Stock, or any rights or interests appertaining to the 2007 Restricted Stock, prior to the lapse of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (iirestrictions set forth herein as provided in Section 3(D) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) below with respect to any such shares.
B. As of ▇▇▇▇’▇ Lock-Up Securities or the Date of Award, certificates representing the shares of the 2007 Restricted Stock will be issued in the name of the Grantee and held by the Corporation in escrow until the lapse of restrictions set forth herein as provided in Section 3(D) below with respect to any security that includes, relates to, or derives any significant part such shares.
C. The Grantee understands the provisions of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to (a) the IPO Date Transactions, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election Article 7.2 of the Company, shares of Common Stock) in accordance with Plan to the terms effect that the obligation of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or Corporation to issue shares of Common Stock acquired under the Plan is subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, if deemed necessary or appropriate by ▇▇▇▇ after counsel for the date hereof Corporation, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed, and (iii) any other than applicable laws, regulations, rules and orders which may then be in effect. EXHIBIT A The certificate or certificates representing the shares to be issued or delivered hereunder may bear any legends required by any applicable securities laws and may reflect any transfer or other restrictions imposed by the Plan, and the Corporation may at some time issue to the stock transfer agent appropriate stop-transfer instructions with respect to such shares. In addition, also as a condition precedent to the issuance or delivery of shares, the Grantee may be required to make certain other representations and warranties and to provide certain other information to enable the Corporation to comply with the laws, rules, regulations and orders specified under the first sentence of this Section 3(C) and to execute a joinder to any shareholders' agreement of the Corporation, in the form provided by the Corporation, pursuant to which the transfer of shares received under the Plan may be restricted.
D. Except as specifically provided in Subsection 3(E) below, the restrictions applicable to the 2007 Restricted Stock granted hereunder shall lapse and expire upon any termination of Grantee's employment by the Corporation or by the Grantee at any time, for any reason, regardless of whether such termination of employment is with or without Cause (as such term is defined in the 2007 Employment Agreement) and regardless of whether such termination of employment is with or without Good Reason (as such term is defined in the 2007 Employment Agreement).
E. If the employment of Grantee terminates during the period from the Date of Award to the second anniversary of the Date of Award as a result of the IPO Date Transactionstermination of employment by Grantee voluntarily or without Good Reason, then from and after the Post-IPO Reorganization or date of termination of employment, all of Grantee's rights to the redemption of OP Units held by ▇▇▇▇ as 2007 Restricted Stock granted hereunder shall expire, and the 2007 Restricted Stock shall be deemed to be the property of the consummation of the Post-IPO Reorganization)Corporation.
Appears in 1 contract
Restrictions. ▇▇▇▇ hereby agrees thatThe Shares issued to Shaikh pursuant to the terms of the Unit Purchase Agreement shall be subject, for in addition to restrictions imposed by applicable securities laws, to the period described in Section 2 following transfer restrictions:
2.1 (i) the Shares shall be “restricted shares” within the meaning of Regulation D and Rule 144 under the Securities Act of 1933, as amended (the “Lock-Up PeriodAct”), it will not, without and may not be offered or sold unless such offer or sale is registered under the prior written consent Act or an exemption from registration is available; (ii) the provisions of Rule 144 under the Act shall permit resale of the Shares only under limited circumstances and such Shares must be held by Shaikh for at least six (6) months following issuance of such Shares before they can be resold pursuant to Rule 144 and then may be resold only in accordance with the requirements of Rule 144 (and any other applicable legal requirements); (iii) Shaikh hereby agrees to comply with the requirements of Rule 144 applicable to affiliates of the Company (which the parties acknowledge will require the approval of at least a majority even if Shaikh is not an affiliate of the members Company under the Act), that impose limitations on the amount of securities sold in any three-month period by affiliates of the Board Company under Rule 144(e); and (iv) Shaikh hereby agrees to not permit the Shares to be encumbered by any Lien (as defined in the Unit Purchase Agreement) within six (6) months following issuance of Directors not affiliated with ▇▇▇▇)such Shares; provided, directly or indirectly: (ithat the restrictions in Section 2.1(iii) offer, pledge, sell, contract shall expire upon the earliest to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as occur of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall not apply to following events: (a) the IPO Date Transactionsdate on which Shaikh holds less than 1% of the issued and outstanding voting securities of the Company, on a fully diluted basis, (b) the Post-IPO Reorganization date Shaikh’s employment with the Company or any of its affiliates is involuntarily terminated by the Company or any of its affiliates, (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance date Shaikh’s employment with the terms Company or any of its affiliates is terminated by Shaikh for Good Reason (as such term is defined in any employment agreement between Shaikh and the OP Agreement. For the avoidance Company or any of doubtits affiliates), Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ (d) ninety (90) days after the date hereof of Shaikh’s voluntary resignation of employment with the Company or any of its affiliates, or (other than e) upon a Change of Control Transaction (as a result of defined in the IPO Date Transactions, the Post-IPO Reorganization or the redemption of OP Units held by ▇▇▇▇ as of the consummation of the Post-IPO ReorganizationUnit Purchase Agreement).;
Appears in 1 contract
Sources: Restricted Stock Agreement (Streamline Health Solutions Inc.)
Restrictions. ▇▇▇▇ hereby agrees that, for Tenant shall not Transfer this Lease or the period described in Section 2 (Premises without first obtaining the “Lock-Up Period”), it will not, without the Landlord's prior written consent of the Company (thereto, which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with ▇▇▇▇), directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer (A) any IPO Date Equity or (B) any Post-Reorganization Equity owned by ▇▇▇▇ as of the consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude ▇▇▇▇ from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of ▇▇▇▇’▇ Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than ▇▇▇▇. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ▇▇▇▇’▇ Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 consent shall not apply to (a) the IPO Date Transactionsbe unreasonably withheld, (b) the Post-IPO Reorganization or (c) ▇▇▇▇’▇ redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the election of the Company, shares of Common Stock) in accordance and otherwise complying with the terms of this Section; provided, however, Tenant may Transfer 15,000 rentable square feet of floor area or more hereunder only to an entity having a networth in excess of Four Million Dollars ($4,000,000.00).. In the OP Agreement. For the avoidance of doubtevent that Tenant proposes any Transfer, Lock-Up Securities Tenant shall not include any OP Units or shares of Common Stock acquired by ▇▇▇▇ after notify Landlord in writing at least 30 days before the date hereof on which the Transfer is to be effective and, as included with such notice, furnish Landlord with (other than as a result i) the name of the IPO Date Transactionsentity receiving such Transfer (the "Transferee"), (ii) a detailed description of the Post-IPO Reorganization business of the Transferee, (iii) audited financial statements of the Transferee, (iii) all written agreements governing the Transfer, (iv) any other information reasonably requested by the Landlord with respect to the Transfer or the redemption Transferee, and (v) Tenant reimburses Landlord for reasonable legal fees, costs and other expenses incurred in connection with the review and processing of OP Units held by ▇▇▇▇ as such documentation. At Landlord's sole option, Landlord may elect to recapture all or any portion of the consummation Premises proposed by Tenant for any such Transfer by terminating this Lease with respect to such portion of the Post-IPO Reorganization)Premises, and releasing Tenant from its obligations hereunder, except for any obligations which expressly survive the termination of this Lease. Landlord shall respond to Tenant's request for approval or disapproval of the Transfer, or with Landlord's election to recapture the portion of the Premises proposed by Tenant for any such Transfer as provided herein, within 20 days after Landlord receives the request and all documents and information required above.
Appears in 1 contract