Lock-Up Provisions definition
Lock-Up Provisions shall have the meaning set forth in Section 5.12.
Lock-Up Provisions means the lock-up provisions in relation to the Redeemable CPS allotted and issued to the Chargor under the Agreement, as set out in Clause 3.5.1 of the Agreement;
Lock-Up Provisions means the terms and provisions set forth in the Form of Stockholder Lock-up Agreement attached hereto as Exhibit C (as well as any Lock-up Agreement entered into by any Privateer Stockholder).
Examples of Lock-Up Provisions in a sentence
The Purchaser agrees that, if requested by any such underwriter and not waived by the Company, such Purchaser will be bound by such Lock-up Provisions if required by such underwriter.
Any transfer not complying with the Lock-up Provisions shall be deemed null and void, and the Company or the Registrar shall not be bound to recognize such transfer and shall forthwith inform the Holder.
The Holder agrees that, if requested by any such underwriter and not waived by the Company, such Holder will be bound by such Lock-up Provisions if required by such underwriter.
Subject to compliance with any applicable securities laws and without prejudice to the Lock-up Provisions, the Warrant Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account.
Subject to compliance with any applicable securities laws and the Lock-up Provisions, the Warrants are freely negotiable.
More Definitions of Lock-Up Provisions
Lock-Up Provisions. In addition to the agreement of the Company and the Selling Stockholder contained in Section 3(j) and Section 1(c)(4), respectively, of the U.S. Purchase Agreement, the Company and the Selling Stockholder will not, for a period of 90 days from the date of this Terms Agreement, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly, offer, sell, or otherwise dispose of or grant any option with respect to, pledge, or hypothecate any shares of Common Stock or securities convertible into Common Stock, except for the exercise of options granted pursuant to existing employee plans, and lock-up agreements to the effect thereto shall be delivered pursuant to Section 5(l) prior to the Closing Time for the Selling Stockholder or the Company.
Lock-Up Provisions the lock-up and transfer restrictions provided for in Section 6.2(e) of the Subscription Agreement or in any other similar agreement between the Company and any Permitted Transferor;
Lock-Up Provisions. The following persons will sign lockup letters on or prior to the date of this Terms Agreement: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Lock-Up Provisions. For a period for 90 days from the Closing Date, the Company and certain of its executive officers will not, without the prior written consent of Morgan Stanley & Co. Incorporated, (1) ▇ffer, 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 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 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 delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Underwritten Securities to the Underwriters pursuant to the Form Underwriting Agreement and this Terms Agreement 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, without the prior written consent of Morgan Stanley & Co. Incor▇▇▇▇▇▇d on behalf of the Underwriters, none of such officers will, during the period commencing on the date hereof and ending on August 20, 2003, 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. Such officers will also agree and consent to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the such officers' shares of common stock except in compliance with the foregoing restrictions.
Lock-Up Provisions. [If Convertible Securities are issued, during the period beginning from the date of the Pricing Agreement for such Convertible Securities and continuing to and including the date [___ days] after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any Securities of the Company that are substantially similar to the Convertible Securities or the Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities (other than pursuant to benefit plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of the applicable Pricing Agreement), without the prior written consent of the Representatives]. Closing location for delivery of Designated Securities: Additional Closing Conditions: [Listing:] Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]/*/: --------------------- /*/ A description of particular tax, accounting or other unusual features (such as the addition of event risk provisions) of the Designated Securities should be set forth, or referenced to an attached and accompanying description, if necessary, to ensure agreement as to the terms of the Designated Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. ANNEX II Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters in accordance with the standards established by the American Institute of Certified Public Accountants to the Underwriters to the effect that:
Lock-Up Provisions shall refer to the lock-up provisions set forth in (a) Section 2.7 of the Stockholders’ Agreement, (b) Section 2.10 of the Investors’ Rights Agreement and (c) similar transfer restrictions contained in the Company’s employee stock option plans existing as of the date of this Agreement, pursuant to which holders have agreed not to directly or indirectly distribute, lend, pledge, offer, 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, such holder’s securities during the Restricted Period without the consent of the managing underwriters in connection with the initial public offering of the Company. Notwithstanding the foregoing, the Company may permit a transfer of up to 220,500 of the Company’s Common Stock held by certain employee stockholders subject to the transfer restrictions set forth in the Stockholders’ Agreement and the transfer restrictions contained in the Company’s employee stock option plans existing as of the date of this Agreement to settle tax liabilities associated with the exercise of options.
Lock-Up Provisions. Other terms and conditions: Closing date and location: [Preferred Stock] Title: Rank: Ratings: Number of shares: Number of Option Securities: Dividend rate (or formula) per share: $ Dividend payment dates: Stated value: $ Liquidation preference per share: $ Redemption provisions: Sinking fund requirements: Conversion or exchange provisions: Security provisions: Listing requirements: Black-out provisions: Lock-up provisions: Initial public offering price per share: $___ plus accumulated dividends, if any, from _____ Purchase price per share: $___ plus accumulated dividends, if any, from _____ Other terms and conditions: Closing date and location: [Depositary Shares] Title: Fractional amount of shares of Preferred Stock represented by each Depositary Share: Ratings: Rank: Number of shares: Number of Option Securities: Dividend rate (or formula) per share: Dividend payment dates: Liquidation preference per share: Redemption provisions: Sinking fund requirements: Conversion or exchange provisions: Security provisions: Listing requirements: Black-out provisions: Lock-up provisions: Initial public offering price per share: $____ plus accumulated dividends, if any, from ___ Purchase price per share: $____ plus accumulated dividends, if any, from ___ Other terms and conditions: Closing date and location: [Debt Securities]