Xxxx Xxxxxxxx Incorporated. Total..................................................................... ---------------- ---------------- [LETTERHEAD OF OFFICER, DIRECTOR OR MAJOR SHAREHOLDER OF TRIPATH TECHNOLOGY INC.] TRIPATH TECHNOLOGY INC. PUBLIC OFFERING OF COMMON STOCK ____________ , 20 Xxxxxxx Xxxxx Barney Inc. Deutsche Bank Securities U.S. Bancorp Xxxxx Xxxxxxx Inc. Xxxx Xxxxxxxx Incorporated As Representatives of the several Underwriters, c/o Xxxxxxx Xxxxx Barney Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Tripath Technology Inc., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $ par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Xxxxxxx Xxxxx Xxxxxx Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned) directly or indirectly, including the filing (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the final prospectus, other than shares of Common Stock disposed of as bona fide gifts approved by Xxxxxxx Xxxxx Barney Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, ---------------------------- EXHIBIT A Opinion of Company Counsel
Appears in 2 contracts
Samples: Tripath Technology Inc, Tripath Technology Inc
Xxxx Xxxxxxxx Incorporated. Total..................................................................... ---------------- ---------------- ......................................... ======== 20 SCHEDULE II FORM OF LOCK-UP AGREEMENT [LETTERHEAD AND DIRECTORS, OFFICERS AND STOCKHOLDERS OF OFFICERTHE COMPANY WHO SHALL SIGN SUCH AGREEMENT] The undersigned is a holder of securities of [Issuer Name], DIRECTOR OR MAJOR SHAREHOLDER OF TRIPATH TECHNOLOGY INC.] TRIPATH TECHNOLOGY INC. PUBLIC OFFERING OF COMMON STOCK ______a ______ , 20 Xxxxxxx Xxxxx Barney Inc. Deutsche Bank Securities U.S. Bancorp Xxxxx Xxxxxxx Inc. Xxxx Xxxxxxxx Incorporated As Representatives of the several Underwriters, c/o Xxxxxxx Xxxxx Barney Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Tripath Technology Inc., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating wishes to an underwritten facilitate the public offering of shares of the Common Stock, $ par value Stock (the "Common Stock"), ) of the CompanyCompany (the "Offering"). The undersigned recognizes that such Offering will be of benefit to the undersigned. In consideration of the foregoing and in order to induce you and to act as underwriters in connection with the other Underwriters to enter into the Underwriting AgreementOffering, the undersigned hereby agrees that he, she or it will not, without the prior written consent approval of Xxxxxxx Xxxxx Xxxxxx & Company, Inc., offeracting on its own behalf and/or on behalf of other representatives of the underwriters, directly or indirectly, sell, contract to sell, pledge make any short sale, pledge, or otherwise dispose of, (or enter into any hedging transaction which that is designed to, or might reasonably be expected to, likely to result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned) directly or indirectly, including the filing (or participation in the filing a transfer of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock Common Stock, options to acquire shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock of the Company which he, she or it may own, [exclusive of any securities convertible into, shares of Common Stock purchased in connection with the Company's public offering [or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transactionpurchased in the public trading market]], for a period commencing as of 180 the date hereof and ending on the date which is [one hundred eighty (180)] days after the date of the final prospectusProspectus relating to the Offering[; provided, other than shares however, that the foregoing shall not prohibit any distribution by a partnership to its partners so long as such partners agree to be bound by the terms of Common Stock disposed this Agreement]. The undersigned confirms that he, she or it understands that the underwriters and the Company will rely upon the representations set forth in this Agreement in proceeding with the Offering. The undersigned further confirms that the agreements of as bona fide gifts approved the undersigned are irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of securities held by Xxxxxxx Xxxxx Barney Inc. If for any reason the Underwriting undersigned except in compliance with this Agreement. This Agreement shall be terminated prior to binding on the Closing Date (as defined in the Underwriting Agreement)undersigned and his, the agreement set forth above shall likewise be terminated. Yours very trulyher or its respective successors, ---------------------------- EXHIBIT A Opinion of Company Counselheirs, personal representatives and assigns.
Appears in 1 contract
Xxxx Xxxxxxxx Incorporated. Total..................................................................... ---------------- ---------------- ........................................... =============== [LETTERHEAD OF OFFICER, DIRECTOR OR MAJOR SHAREHOLDER OF TRIPATH TECHNOLOGY INC.] TRIPATH TECHNOLOGY INC. PUBLIC OFFERING OF COMMON STOCK ____________ , 20 Xxxxxxx Xxxxx Barney Inc. Deutsche Bank Securities U.S. Bancorp Xxxxx Xxxxxxx Inc. Xxxx Xxxxxxxx Incorporated As Representatives of the several Underwriters, c/o Xxxxxxx Xxxxx Barney Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Tripath Technology Inc., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $ par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Xxxxxxx Xxxxx Xxxxxx Barney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned Company or any affiliate of the undersigned Company or any person in privity with the undersigned Company or any affiliate of the undersignedCompany) directly or indirectly, including the filing (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the final prospectus, other than shares of Common Stock disposed of as bona fide gifts approved by Xxxxxxx Xxxxx Barney Xxxxxx Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, ---------------------------- EXHIBIT A Opinion of Company Counsel__________________________________
Appears in 1 contract
Samples: Tripath Technology Inc
Xxxx Xxxxxxxx Incorporated. Total..................................................................... ---------------- ---------------- [LETTERHEAD OF OFFICER, DIRECTOR OR MAJOR SHAREHOLDER OF TRIPATH TECHNOLOGY INC.] TRIPATH TECHNOLOGY INC. PUBLIC OFFERING OF COMMON STOCK Xxxxxxx Xxxxx Xxxxxx Inc................. ___________________...................... _________________________ Total............................... _________________________ _________________________ EXHIBIT A [FORM OF LOCK-UP LETTER] ____________, 20 2000 Xxxxxx Xxxxxxx Xxxxx Barney Inc. Deutsche Bank Securities U.S. Bancorp Xxxxx Xxxxxxx Inc. & Co. Incorporated Xxxx Xxxxxxxx Incorporated As Representatives of the several Underwriters, Xxxxxxx Xxxxx Xxxxxx Inc. c/o Morgan Xxxxxxx Xxxxx Barney Inc. 000 Xxxxxxxxx Xxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies Dear Sirs and GentlemenMesdames: This letter is being delivered The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to you in connection with the proposed enter into an Underwriting Agreement (the "Underwriting Agreement")) with Click Commerce, between Tripath Technology Inc., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten ) providing for the public offering (the "Public Offering") by the several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters") of ___ shares (the "Shares") of the Common Stock, $ par value $.001 of the Company (the "Common Stock"), of . To induce the Company. In order Underwriters that may participate in the Public Offering to induce you and continue their efforts in connection with the other Underwriters to enter into the Underwriting AgreementPublic Offering, the undersigned will nothereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Xxxxx Xxxxxx Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate on behalf of the undersigned or any person in privity with Underwriters, it will not, during the undersigned or any affiliate of period commencing on the undersigned) directly or indirectly, including the filing (or participation in the filing of) a registration statement with the Securities date hereof and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of ending 180 days after the date of the final prospectusprospectus relating to the Public Offering (the "Prospectus"), other than (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 Common Stock disposed or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of as bona fide gifts approved the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by Xxxxxxx Xxxxx Barney Inc. If for delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any reason Shares to the Underwriters pursuant to the Underwriting Agreement shall or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be terminated prior made pursuant to the Closing Date (as defined in the an Underwriting Agreement), the agreement set forth above shall likewise be terminatedterms of which are subject to negotiation between the Company and the Underwriters. Yours very trulyVery truly yours, ---------------------------- EXHIBIT A Opinion of Company Counsel---------------------------------------- Name ---------------------------------------- Address
Appears in 1 contract
Samples: Click Commerce Inc
