Common use of Standoff Agreement Clause in Contracts

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) of the Company's outstanding voting equity securities, that, upon request of the Company or the underwriters managing an underwritten offering of the Company's securities, it will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a the case may be, for such period of time (not to exceed one hundred and twenty (120) days) from the effective date of such registration as may be requested by the underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 4 contracts

Samples: Investment Agreement (Asi Group LLC), Investment and Voting Agreement (Las Vegas Discount Golf & Tennis Inc), Investment Agreement (Las Vegas Discount Golf & Tennis Inc)

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Standoff Agreement. Each Holder agreesInvestor, so long as such Holder holds at least five percent (5%) and any transferee of shares held by an Investor, agrees in connection with the initial registration of the Company's outstanding voting equity securities, securities that, upon request of the Company or the underwriters managing an any underwritten initial public offering of the Company's securities, it will not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) days from the effective date of such registration registration) as may be requested by the Company or such managing underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 2 contracts

Samples: Rights Agreement (Netro Corp), Rights Agreement (Netro Corp)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) agrees in connection with the ------------------ initial registration of the Company's outstanding voting equity securities, securities that, upon request of the Company or the underwriters managing an any underwritten initial public offering of the Company's securities, it will not not, to the extent requested by the Company or the underwriters, to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) days from the effective date of such registration registration) as may be requested by the Company or such managing underwriters; provided provided, however, that the officers officers, directors and directors one percent (1%) stockholders of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Investors' Rights Agreement (Top Tier Software Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five one percent (51%) of the CompanyIssuer's outstanding voting equity securities, that, upon request of the Company Issuer or the underwriters managing an underwritten offering of the CompanyIssuer's securities, it will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company Issuer or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty ten (12010) days) from prior to nor not to exceed one hundred eighty (180) days after the effective date of such registration as may be requested by the underwriters; provided that the officers and directors of the Company Issuer who own stock of the Company Issuer also agree to such restrictions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five one percent (51%) of the Company's outstanding voting equity securities, thatin connection with the Company's initial public offering of the Company's securities, upon request of the Company or the underwriters managing an any underwritten offering of the Company's securities, it will not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) from the effective date of such registration as may be requested by the underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Vnus Medical Technologies Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) agrees in connection with the ------------------ initial registration of the Company's outstanding voting equity securities, securities that, upon request of the Company or the underwriters managing an any underwritten initial public offering of the Company's securities, it will not not, to the extent requested by the Company or the underwriters, to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) days from the effective date of such registration registration) as may be requested by the Company or such managing underwriters; provided provided, however, that the officers officers, directors and directors one percent (1%) shareholders of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Investors' Rights Agreement (Top Tier Software Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) of the Company's outstanding voting equity securities, that, upon request of the Company or the underwriters managing an underwritten offering of the Company's securities, it will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a the case may be, for such period of time (not to exceed one hundred and twenty (120) days) from the effective date of such registration as may be requested by the underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.. SECTION 9 THE PURCHASER'S RIGHT OF FIRST REFUSAL

Appears in 1 contract

Samples: Investment Agreement (Asi Group LLC)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) of the Company's outstanding voting equity securities, that, upon request of the Company or the underwriters managing an underwritten offering of the Company's securities, it will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty (120) days) from the effective date of such registration as may be requested by the underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Investment Agreement (Three Oceans Inc)

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Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) agrees in connection with any ------------------ registration of the Company's outstanding voting equity securities, securities (whether for its own account or for the account of a shareholder) that, upon request of the Company or the underwriters managing an any underwritten offering of the Company's securities, it will not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty (120) 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.provided, however, that:

Appears in 1 contract

Samples: Registration Rights Agreement (Preview Travel Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) agrees in connection with any registration of the Company's outstanding voting equity securities, securities (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) that, upon request of the Company or the underwriters managing an any underwritten offering of the Company's securities, it will not to sell, make any short sale of, loan, pledge or otherwise hypothecate or encumber, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or Registrable Common Stock (other than those included in the registration) without the prior written 46 -260- consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) days from the effective date of such registration in the case of a registration for the Company's initial public offering and ninety (90) days from the effective date of such registration in the case of other registrations) as may be requested by the such managing underwriters; provided that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: License Agreement (Data Transmission Network Corp)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) of the Company's outstanding voting equity securities, in connection with the initial public offering of the Company's securities that, upon request of the Company or the underwriters managing an underwritten offering of the Company's securitiesoffering, it will not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) from the effective date of such registration as may be requested by the underwriters; provided provided, that the officers and directors of the Company who own stock of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Registration Rights Agreement (Tapistron International Inc)

Standoff Agreement. Each Holder agrees, so long as such Holder holds at least five percent (5%) of the Company's owns outstanding voting equity securities, thatin connection with the Company's initial public offering of the Company's securities, upon request of the Company or the underwriters managing an any underwritten offering of the Company's securities, it will not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, a as the case may be, for such period of time (not to exceed one hundred and twenty eighty (120180) days) from the effective date of such registration as may be requested by the underwriters; provided provided, that the officers officers, directors and directors holders of 1% or more of the Company who own stock outstanding securities of the Company also agree to such restrictions.

Appears in 1 contract

Samples: Investors' Rights Agreement (Optimer Pharmaceuticals Inc)

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