Holders’ Agreements Sample Clauses

Holders’ Agreements. Each Holder of Transfer Restricted Securities severally but not jointly, by the acquisition of such Transfer Restricted Securities, agrees:
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Holders’ Agreements. It will be a condition of each Holder’s rights under this Agreement, and each Holder agrees, as follows:
Holders’ Agreements. Each Holder of Transfer Restricted Securities and Exchange Notes, by the acquisition of such Transfer Restricted Securities or Exchange Notes, as the case may be, agrees:
Holders’ Agreements. Each holder of Registrable Shares agrees not to effect any public sale or distribution of equity securities of the Corporation, or any securities convertible into or exchangeable or exercisable for such securities or make any demand for registration under Sections 2 or 3 hereof, during the seven (7) days prior to, and during the ninety (90) days following, the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Shares are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. Nothing herein shall prevent a holder of Registrable Shares that is a partnership from making a distribution of Registrable Shares to its partners, a holder of Registrable Shares that is a trust from making a distribution of Registrable Shares to its beneficiaries or a holder of Registrable Shares that is a corporation from making a distribution of Registrable Shares to its stockholders, provided that the transferees of such Registrable Shares agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound.
Holders’ Agreements. Each holder of Registrable Shares agrees not to effect any public sale or distribution of equity securities of the Corporation, or any securities convertible into or exchangeable or exercisable for such securities during the seven days prior to and during the 90 days following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Shares are included (except as part of such underwritten registration) unless the underwriters managing the registered public offering otherwise agree.
Holders’ Agreements. To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will (i) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired by such holder, owned directly (including holding as a custodian) or with respect to which such holder has beneficial ownership within the rules and regulations of the Commission (other than those included by such holder in the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period following, the effective date of the registration statement for such underwritten offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to substantially similar restrictions.
Holders’ Agreements. Each Holder agrees that, in connection with (x) the Qualified IPO of the Company’s common equity securities and (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (i) not sell, make any short sale of or enter into any other derivative transactions with respect to, loan, grant any option for the purchase of, or otherwise Transfer any Registrable Securities (other than those included in such Registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or the underwriters managing the Public Offering of the Company’s securities during the period beginning seven (7) days prior to the effective date of the applicable registration statement (or, if applicable, such lesser period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following the pricing of the Public Offering contemplated by clauses (x) and (y), and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters may request, provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors and officers and each holder of 5% or more of the Company’s outstanding securities participating in such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentence. Nothing herein shall prevent a Holder from transferring Registrable Securities to a (a) “Subscriber Affiliate” as defined in, and subject to the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that such transferee agrees to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Ru...
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Holders’ Agreements. To the extent consistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the managing underwriter(s) of any underwritten offering of the Company’s securities, it will (i) not, directly or indirectly (A) 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 for the sale of, or lend or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether then owned or thereafter acquired by such holder or with respect to which the holder has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act, or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise (other than those securities included by such holder in the offering in question, if any), without the prior written consent of the Company or such underwriters, as the case may be, during the period of up to 180 days following the effective date of the registration statement for such underwritten offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter(s) may reasonably request.
Holders’ Agreements. Each holder of Registrable Shares agrees not to effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the six (6) months following, the effective date of the Merger Agreement.
Holders’ Agreements. To the extent not inconsistent with applicable law, in connection with an IPO, each holder of Registrable Securities agrees that upon request of the Company or the underwriters managing such offering, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included in the registration, if any) without the prior written consent of the Company or such underwriters, as the case may be, during the 180-day period following the effective date of such registration, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each officer and director and each third party who holds 1.0% or more of the outstanding equity securities of the Company also agrees to such restrictions. Notwithstanding anything to the contrary contained in this Section 4.1, the 180-day lock-up period described above may be extended by the managing underwriters in their sole discretion for such period of time as is required in order to permit such managing underwriters or co-managers of the offering to publish or otherwise distribute research reports or make public appearances concerning the Company while complying with FINRA Rule 2711. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted transferee as provided for in Section 7 of the Stockholders’ Agreement; provided, that any transferees of such Registrable Securities agrees to be bound by the provisions of this Agreement to the extent the transferor would be so bound.
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