Market Standoff Agreement definition

Market Standoff Agreement means that certain Market Standoff Agreement, made and entered into as of November 28, 2000, by and among Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Fund III, L.P., Chemical Company of Malaysia (Berahd), Seller and [President].
Sample 1
Market Standoff Agreement means agreement dated as of even date herewith, in the form of Exhibit A attached to this Agreement.
Sample 1
Market Standoff Agreement as defined in Section 8.4(g) of this ------------------------- Agreement. "Material Adverse Effect" -- (a) with respect to the Company, a material ----------------------- adverse effect on the businesses, assets, operations, results of operations or financial condition of the Company and its subsidiaries as set forth on the Interim Balance Sheet, taken as a whole, (b) with respect to the Parent, a material adverse effect on the businesses, assets, operations, results of operations or financial condition of the Parent and its subsidiaries as set forth on the Parent's balance sheet dated June 30, 2000, taken as a whole, and (c) with respect to any other Person (other than the Company or the Parent), a material adverse effect on the businesses, assets, operations, results of operations or financial condition of such Person and its subsidiaries, taken as a whole; provided that any adverse effects arising from or relating to the following matters (individually and in the aggregate) shall be excluded in determining whether such a material adverse effect has occurred: (i) general economic conditions or conditions (including conditions in financial markets) generally prevailing in the industry or market segment in which the corporate entity and its subsidiaries conduct their respective businesses, (ii) the announcement or pendency of the Contemplated Transactions or the closing or pendency of any publicly announced acquisitions or mergers by Parent of or with another company as of the date of this Agreement; and (iii) the taking by any party hereto of any action (or omission by any party hereto to take any action) at the request of or with the permission of the other parties to this Agreement; provided, further, that a decline in the public trading price of Parent Common -------- ------- Shares shall not by itself constitute a Material Adverse Effect.
Sample 1

Examples of Market Standoff Agreement in a sentence

  • The Company shall exercise commercially reasonable efforts to ensure that all current and future directors, employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock enter into an Insider’s Market Stand-off Agreement as defined in Subsection 2.15.

  • The Option Shares proposed to be transferred shall no longer be subject to the restrictions set forth in the Market Standoff Agreement and the Stock Restriction Agreement.

  • Simultaneously with the execution of this Agreement, Optionee has executed and delivered to the Company (a) a Market Standoff Agreement, and (b) a Stock Restriction Agreement.

  • Market Stand-off Agreement In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to.

  • The Company will require all ------------------------- future officers and directors of the Company, all one-percent security holders, and all other persons with registration rights (whether or not pursuant to this Agreement), who purchase or otherwise acquire such securities prior to the Company's initial public offering, to execute such a Market Standoff Agreement, in substantially the same form as provided in Section 1.14 hereof.

  • As soon as reasonably practicable after the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit F (a “Letter of Transmittal”), a Joinder Agreement, a Market Stand-off Agreement and an Investor Rights Agreement to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder).

  • The MMA shall offer two categories of membership: general membership and associate membership.

  • Company shall use its reasonable best efforts, on behalf of the Parent and pursuant to the request of Parent, to cause each Company shareholder named in Schedule 7.07 to execute and deliver to the Parent a Market Standoff Agreement substantially in the form attached hereto as Annex D.

  • Please note that for Development Review Commission hearings, before the Commission closes the hearing to begin deliberations, parties who have testified may request a continuance of the hearing in order to leave the record open to present new evidence.

  • Unless determined by the Board to the contrary, no Option or Stock Purchase Right shall be granted unless, simultaneously with the execution of the Option Agreement or Restricted Stock Purchase Agreement, the Optionee (and the Optionee’s spouse, if any) executes and delivers to the Company a Market Standoff Agreement in the form attached hereto as Exhibit E.

Related to Market Standoff Agreement

  • Market Stand-Off Agreement. Each Lender hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of its common stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (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 Lender 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 Subsection 3(l) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Lender or the immediate family of the Lender, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Lenders only if all officers and directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding common stock are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 3(l) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 3(l) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Previous Agreement has the meaning assigned to such term in the Recitals.

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Master Standby Agreement means the Master Agreement for Standby Letters of Credit dated as of the Closing Date among Borrowers, as Applicant(s), and GE Capital, as issuer.

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Combination Agreement has the meaning set forth in the Recitals.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Equity Purchase Agreement is defined in the recitals to this Agreement.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Existing Agreement has the meaning set forth in the recitals hereto.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.