Underwriter Lock-Up Clause Samples

Underwriter Lock-Up. In connection with any underwritten Public Offering, each Participating Holder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Participating Holders. Without limiting the generality of the foregoing, each Participating Holder hereby agrees, in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Participating Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the managing underwriters, a “Holdback Period”). The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(b) until the end of such Holdback Period. Notwithstanding anything herein to the contrary, the Participating Holders shall not be required to agree not to offer, sell, contract to sell or otherwise dispose any Securities or Other Securities (i) to any of their spouses, their descendants (whether by blood or adoption), their descendants’ spouses ...

Underwriter Lock-Up. In the event that the underwriter or lead manager in a Qualified Event requires a lock-up agreement of the Company, each Purchaser shall, at the request of the underwriter or lead manager, execute a lock-up agreement on terms no less favorable than those obtained by, and having the same lock-up period as, any other holder of Invea Securities that is also required to execute a lock-up agreement as part of the Qualified Event. Should any Purchaser obtain any shares of Common Stock or preferred stock of Invea prior such Qualified Event and wish to transfer or sell these shares to another holder prior to such Qualified Event, that holder must agree in writing to be bound by this provision.

Underwriter Lock-Up. The Participant agrees that whenever the Company undertakes a firmly underwritten public offering of its securities, the Participant will, if requested to do so by the managing underwriter in such offering, enter into an agreement not to sell or dispose of any securities of the Company owned or controlled by the Participant provided that such restriction will not extend beyond 12 months from the effective date of the registration statement filed in connection with such offering.

Underwriter Lock-Up. The Employee agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Employee is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Employee has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.

Underwriter Lock-Up. If, and to the extent, requested by the managing underwriter or underwriters in any underwritten public offering of securities of the Company, the Consultant hereby agrees to enter into a lock-up agreement restricting the disposition of the Securities following the completion of any such public offering. The Consultant agrees that the period of time from which such lock-up will commence and terminate and the other terms of the lock-up shall be substantially identical to the terms and conditions that apply to the lock-up agreements entered into by the directors and executive officers of the Company; provided, however, in no event shall the term of the lock-up exceed an aggregate period of twelve (12) months.

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to.1 1 In addition, the Stockholders Agreement will provide that, during the three-year period following an Initial Public Offering, the Purchaser shall be prohibited from selling a number of Shares that at the time of sale is in excess of the greater of (i) 15% of the total number of Shares held by Purchaser immediately following the IPO, multiplied by the number of 12-month periods that have elapsed since the IPO, and (ii) a number of Shares determined by multiplying the number of Shares held by the Purchaser immediately following the IPO by a percentage determined by subtracting from the number one a fraction, the numerator of which is the number of Shares held by Onex on the date of the Purchaser’s proposed sale of Shares and the denominator of which is the number of Shares held by Onex immediately following the IPO. Please record the ownership of such Shares in the name of: Signature Dated_______________, 20__ 1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of June 17, 2013 (the “Employment Agreement”), by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive”) and Emerald Expositions, Inc., a Delaware corporation (the “Company”), (each of the Executive and the Company, a “Party” and collectively, the “Pa...

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Investor Interests, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Investor Interests or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to. Please issue a certificate or certificates for such Investor Interests in the name of: Name: Address: Social Security or Tax I.D. Number: Signature Dated , 20 THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2008, between Generations Holding, Inc., a Delaware corporation (the “Company”), and ▇▇▇ ▇▇▇▇▇▇▇▇ (“Employee”). The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail. The parties hereto agree as follows:

Underwriter Lock-Up. In connection with any registration of shares of Common Stock under the Securities Act for sale to the public, each of the ▇▇▇▇▇▇ Group agrees that it will not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Purchase Shares for a period designated by Omnis and the Omnis' underwriter in writing to the ▇▇▇▇▇▇ Group, which period shall not last more than 180 days after the effective date of the relevant registration statement. Notwithstanding the foregoing, to the extent that the ▇▇▇▇▇▇ Group shall enter into an underwriting agreement that contains provisions covering one or more issues subject to this Section, the provisions contained in such underwriting agreement shall control as to the party or parties so entering into such underwriting agreement.

Underwriter Lock-Up. If requested by the underwriters for the initial public offering of Maker’s Common Stock, Payee shall agree not to sell any shares of Maker’s Common Stock or any other securities of Maker, without the consent of such underwriters, for a period of not more than one hundred eighty (180) days following the effective date of the registration statement relating to such offering. Payee agrees to execute and deliver such other agreements as may be reasonably requested by Maker’s underwriters, which are consistent with the foregoing, or which are reasonably necessary to give further effect thereto.”