Common use of Restriction on Sales of Capital Stock Clause in Contracts

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of 180 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding a registration statement on Form S-8 under the Securities Act covering the 1,484,250 shares of common stock reserved for issuance under the Company’s 2018 Stock Incentive Plan; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding Company (other than a registration statement on Form S-8 under the Securities Act covering the 1,484,250 shares or S-4); (iii) complete any offering of common stock reserved for issuance under debt securities of the Company’s 2018 Stock Incentive Plan; , other than entering into a line of credit with a traditional bank or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock Public Securities to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Registration Statement or the Prospectus, (iii) the issuance by the Company of stock options or shares of capital stock or other security of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of the Company’s securities in connection with any merger, acquisition, joint venture or similar transaction that is not for capital raising purposes and (v) the issuance by the Company of the Company’s securities to consultants or advisors in the Company’s ordinary course of business and not for capital raising purposes, provided that in each of (ii), (iii), (iv) and (v) above, the underlying shares of Common Stock shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding Company other than a registration statement on Form S-8 under S-4 or S-8; (iii) complete any offering of debt securities of the Securities Act covering Company without notice to the 1,484,250 shares Underwriter, other than entering into a line of common stock reserved for issuance under the Company’s 2018 Stock Incentive Plan; credit or senior credit facility with a traditional bank or other lending institution, or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, or hereunder (iii) including Common Stock issuable upon the issuance by the Company of stock options or shares of capital stock exercise of the Company under any equity compensation plan of the CompanyRepresentative’s Warrants).

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding except for a registration statement Registration Statement on Form S-8 under the Securities Act covering the 1,484,250 shares S-8; (iii) complete any offering of common stock reserved for issuance under debt securities of the Company’s 2018 Stock Incentive Plan; , other than entering into a line of credit with a traditional bank or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock Public Securities to be sold hereunder, (ii) the issuances of equity with respect to currently outstanding securities or equity awards of the Company, (iii) grants of new equity awards under the Company’s existing equity incentive plans and any increases to the number of shares available for issuance under such plans currently contemplated by the Company Company, and (iii) shares sold or netted out for purposes of stock options or shares of capital stock of the Company under any paying taxes on vested equity compensation plan of the Companyawards.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding Company other than a registration statement on Form S-8 under S-4 or S-8; (iii) complete any offering of debt securities of the Securities Act covering Company without notice to the 1,484,250 shares Underwriter, other than entering into a line of common stock reserved for issuance under the Company’s 2018 Stock Incentive Plan; credit or senior credit facility with a traditional bank or other lending institution, or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, or hereunder (iii) including Common Stock issuable upon the issuance by the Company of stock options or shares of capital stock exercise of the Company under any equity compensation plan of the CompanyUnderwriters’ Warrants).

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding a registration statement Company other than the filing of one or more Registration Statements on Form S-8 under the Securities Act covering the 1,484,250 shares of common stock reserved for issuance to register awards and securities issuable under the Company’s 2018 Stock Incentive Planexisting equity compensation and stock purchase plans as of the date hereof; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.17.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation or stock purchase plan of the Company; provided that, prior to the issuance of any such stock options or shares of capital stock of the Company that vest within the Lock-Up Period, each recipient thereof shall sign and deliver a Lock-Up Agreement.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, excluding a registration statement on Form S-8 under the Securities Act covering the 1,484,250 shares of common stock Common Stock reserved for issuance under the Company’s 2018 Stock “Applied UV, Inc. 2020 Omnibus Incentive Plan”; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.