Selling Stockholder. Any Holder whose Registrable Shares are included ------------------- at the request of such Holder in any Registration Statement filed pursuant to Section 2.
Selling Stockholder. The term "Selling Stockholder" means a Seller who requests inclusion of all or a portion of his/her shares of Registrable Securities in a Piggyback Registration pursuant to Section 8.2.
Selling Stockholder. 1. VPE Holdings, LLC Annex C-1 Annex D Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCK-UP AGREEMENT [see attached] - Exhibit A - VERTIV HOLDINGS CO FORM OF LOCK-UP AGREEMENT [ ], 2020 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sachs & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Vertiv Holdings Co --- Public Offering Ladies and Gentlemen: The undersigned understands that you, the Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Vertiv Holdings Co, a Delaware corporation (the “Company”), and VPE Holdings, LLC (the “Selling Stockholder”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business on the date that is 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in ...
Selling Stockholder. Selling Stockholder shall have the meaning given to such term in Section 5(b) hereof.
Selling Stockholder. The Selling Shareholder has been duly organized and is validly existing as a corporation and is in good standing under the laws of the Commonwealth of Australia as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
Selling Stockholder. 19. The Company, each Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Selling Stockholder. 2.01 Selling Stockholder's Offered Shares............................... 2.01
Selling Stockholder. “Selling Stockholder” shall have the meaning specified in the introductory paragraph of the Agreement.
Selling Stockholder. The Selling Stockholder hereby executes this Agreement as a Holder (as defined in the Registration Rights Agreement). Any Holder that is a transferee of Registrable Securities from the Selling Stockholder, and any Holder named as a “selling stockholder” in a prospectus supplement filed by the Company in connection with an underwritten offering requested by HNA or any Holder pursuant to the Registration Rights Agreement, as amended by this Agreement, shall execute and deliver to the Company a counterpart to this Agreement whereby it agrees to be bound by the terms of this Agreement as a Holder.
Selling Stockholder. The common stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders in connection with the Transaction. For additional information regarding the issuances of those shares of common stock, see "Private Placement of Common Shares" above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, as of ________. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. The Selling Stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Rxxx XX Acquisition II Co., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon reque...
