Market Standoff. Agreement. Holder agrees that, if requested by the Company and an underwriter of Securities (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Securities (or other securities) of the Company held by Holder during a period of up to 120 days as agreed to between the Company and the underwriters following the effective date of a registration statement of the Company filed under the Act covering the offer and sale of common stock or other securities of the Company. The Company may impose stock transfer restrictions with respect to the Registerable Securities until the end of said 120-day period, provided that:
Market Standoff set forth in Section 1.13 at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.
Market Standoff. Agreement. MetLife, if reasonably requested in writing by the managing underwriter(s) of an underwritten public offering by RGA of RGA’s common stock, or securities convertible into or exchangeable or exercisable for its common stock, agrees not to, and to cause its Subsidiaries not to, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities (other than (i) any transaction on behalf of any separate or managed account or any transaction by MetLife or any Subsidiary of MetLife acting as broker-dealer, investment advisor, trustee or other fiduciary in the ordinary course of its business, (ii) to a Subsidiary or Affiliate of MetLife, or (iii) registrable securities included in such public offering) without the prior written consent of such managing underwriter(s) during a period of up to two days prior to and 180 days following the effective date of such underwritten offering of RGA’s securities, but only to the extent that Registrable Securities have not been requested to be included in such underwritten registration following RGA’s compliance with this Section 7.15. Such agreement shall be in writing in form reasonably satisfactory to such managing underwriter(s) and may be included in the underwriting agreement. RGA may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period and shall lift such stop-transfer restrictions immediately upon the end of such period.
Examples of Market Standoff in a sentence
The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period and these restrictions shall be binding on any transferee of such Shares.
The Company may require the Participant to execute a form of undertaking to this effect or impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
The Company may impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
The Market Stand-off shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters.
More Definitions of Market Standoff
Market Standoff. Agreement. From and after June 6, 2002, the terms of Section 6 (“Market Standoff” Agreement) of that certain Second Amended and Restated Stockholders Agreement dated as of January 23, 2002 by and among the Company and the stockholders party thereto (as amended from time to time, the “Stockholders Agreement”), shall be equally applicable to the holder of this Warrant as if such holder where a “Stockholder” within the meaning of such Stockholders Agreement.
Market Standoff shall have the meaning as set forth in Section 3.13.
Market Standoff. Agreement. Holder agrees that if requested by the Company and an underwriter of Common Stock (or other securities) of the Company, he will not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by Holder during the period beginning seven (7) days prior to and ending one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Act, provided that such agreement shall be in writing in a form satisfactory to the Company and such underwriter and provided, further, that notwithstanding the foregoing Holder shall be entitled to transfer such Common Stock or other securities to immediate family members or to a family trust. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period.
Market Standoff. Agreement. Purchaser shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a registration by the Company for its own behalf of shares of its common stock or any other equity securities under the Securities Act and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days, which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 90-day lockup period, (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Purchaser or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.8 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Purchaser only if all officers, directors, and stockholders individually owning more than five percent (5%) of the Company’s outstanding shares of Common Stock (after giving effect to conversion into Common Stock of all outstanding convertible securities) are subject to the same restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Section 2.8 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.8 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions o...
Market Standoff. Notwithstanding anything in this Section 2.12, if the underwriters managing such initial public offering waives (in whole or in part) the Market Standoff for any Holder or Holders, then the Market Standoff shall be waived to the same extent for all Holders. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.
Market Standoff. Agreement. Each Holder hereby agrees that, following the effective date of a registration of the Company’s securities under the Securities Act, for the period of time and to the extent reasonably requested by the underwriter(s) and the Company, such Holder shall not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Registrable Securities of the Company held by such Holder, directly or indirectly, except securities covered by the registration statement and transfers to donees who agree to be similarly bound, for the period; provided however, that (i) the executive officers and directors of the Company, as well as any holder of at least 1% of the Company’s Common Stock (on an as-if-converted basis), shall have agreed to be bound by substantially the same terms and conditions, (ii) such agreement shall be required only in connection with the Company’s initial public offering, (iii) the time period requested for such market stand-off shall not exceed one hundred eighty (180) days, (iv) the restriction shall not apply to a registration relating solely to employee, consultant or advisor benefit plans on Form S-1 or Form S-8 (or similar forms promulgated after the date hereof) or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act on Form S-4 (or similar forms promulgated after the date hereof) and (v) the restriction shall not apply to any shares of capital stock of the Company offered or traded in the public market (including pursuant to the initial public offering or any market that may develop pursuant to Rule 144A promulgated under the Securities Act). The Company may impose stop-transfer instructions during such stand-off period with respect to the securities of each Holder subject to this restriction if necessary to enforce such restrictions.
Market Standoff. Agreements.