Lock-Up/Leak-Out Agreements Sample Clauses

Lock-Up/Leak-Out Agreements. The Company shall have entered into the into Lock-up/Leak out agreements described in paragraph 8.12 below, substantially in the form attached hereto as Exhibit D,
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Lock-Up/Leak-Out Agreements. Each of the Blackridge stockholders who owns more than 100,000 shares of Blackridge capital stock shall enter into a Lock-Up/Leak-Out Agreement with Xxxxx Xxxxx in a form acceptable to Blackridge and Xxxxx Xxxxx providing that such stockholder will not, without the prior consent of Xxxxx Xxxxx, sell any of its shares of Xxxxx Xxxxx capital stock (or the shares received by the stockholder in exchange therefor) in any public trading market during a period not to exceed one year (the "Lock-Up Period") following the Closing Date and that for a period of not to exceed six months thereafter it will limit its sales of Xxxxx Xxxxx capital stock (or the shares received by the stockholder in exchange therefor) in any public trading market to an amount not more than the smallest of the following: (i) 10% of the average daily trading volume of Xxxxx Xxxxx common stock on the OTCQB (or any successor trading market or exchange) for the one week period preceding the date(s) of the proposed sale(s) during any single one-week period; (ii) the average weekly trading volume of Xxxxx Xxxxx Common Stock on the OTCQB (or any successor trading market or exchange) for the four calendar weeks preceding the proposed sale date(s) during any three-month period; (iii) one percent (1%) of the issued and outstanding shares of Xxxxx Xxxxx Common Stock as shown by the most recent report or statement published by Xxxxx Xxxxx during any three month period; and (iv) 1/24 of such stockholder's total holdings during any single calendar month.
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Lock-Up/Leak-Out Agreements. (a) In connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Investors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Shares”), or any securities, options or rights convertible into or exchangeable or exercisable for Shares (collectively, “Other Securities”); (ii) enter into a transaction which would have the same effect as described in clause (i) above; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Shares or Other Securities, whether such transaction is to be settled by delivery of such Shares or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”); or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the ‘pricing’ of such offering and continuing to the date that is 180 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing underwriters, a “Leak-Out Period”); provided, however, that (ii) all executive officers and directors of the Company then holding Common Stock of the Company shall enter into similar agreements; and (ii) notwithstanding the foregoing each Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period (any such date, a “Date o...
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Lock-Up/Leak-Out Agreements. The Company Sellers shall have entered into a lockup agreement for the shares of Parent common stock in the form attached hereto as Exhibit A (the “Lock Up Agreement”)
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Lock-Up/Leak-Out Agreements. The resale of Parent Stock by the Seller shall be bound by the terms and conditions of the Lock-Up/Leak-Out Agreement, in the form attached hereto as Exhibit 2.8(iii) (the "Lock-Up Agreement"). The Lock-Up Agreement shall provide, among other things, that no shares may be sold for the first six (6) months from the Closing Date. In the event sales may be permitted pursuant to Rule 144 under the Securities Act, then the Sellers may sell one-thirtieth (1/30) of the Seller's Parent Stock commencing six (6) months from the Closing Date on a cumulative basis and all (100%) of the Parent Stock commencing three (3) years from the Closing Date. Any sales by Seller shall be in compliance with the terms and conditions of Rule 144 under the Securities Act, unless previously registered with the Securities and Exchange Commission under a then-effective registration statement. In the event that any shares of Parent Stock held by designees of Seller revert back to Seller, the sale of such shares shall be subject to the terms and conditions of the Lock-Up Agreement and aggregated with any sales by Seller. Any sales of Parent Stock in violation of the Lock-Up Agreement by Seller shall constitute an event of default under the Lock-Up Agreement and all proceeds in excess of the Merger Consideration from the sale of all Parent Stock by Seller, regardless of whether such proceeds derive from sales made prior to, concurrent with or subsequent to such event of default, shall be paid to the Buyer. The Buyer reserves the right to waive the lock-up limitations and/or resale limitations set forth in the Lock-Up Agreement, in whole or in part.
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Lock-Up/Leak-Out Agreements. Prior to Closing, ATD’s General Manage agrees to coordinate with each ATD post-Closing member shall have executed and will be subject to a Lock-up/Leak-out agreement as set forth below:
Sample 1
Lock-Up/Leak-Out Agreements. Certain pre-Merger shareholders of SciVac and the Company mutually agreed upon by SciVac and the Company shall have executed lock-up/leak-out agreements, in form and substance reasonably acceptable to the Company and SciVac, and subject to any other terms or conditions that an underwriter or placement agent in the Capital Raising Transaction may require, restricting such shareholders’ respective sales, transfers or other dispositions of SciVac Common Shares during the period from the date of this Agreement until the earlier of (i) one hundred and eighty 180 days following the Effective Time and (ii) termination of this Agreement in accordance with its terms.
Sample 1
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Related to Lock-Up/Leak-Out Agreements

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) 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 ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

  • Lock-Up Letters The Placement Agent shall have received the written agreements, substantially in the form of Exhibit B hereto, of all of the executive officers and directors of the Company and their affiliates set forth on Schedule II.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.

  • Existing Lock-Up Agreement The Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.

  • Lock-Ups The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.

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