Restrictions on Public Sales Sample Clauses

Restrictions on Public Sales. In consideration of the agreements contemplated herein, Holder and the Company further agree to the following restrictions:
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Restrictions on Public Sales. The Company shall agree not to make any public sale or distribution of its common stock, or any securities convertible into or exchangeable or exercisable for its common stock, including a sale under Regulation D under the Securities Act or under any other exemption of the Securities Act (except pursuant to registrations on Forms S-8 or S-4 or any successor form), during the two (2) days prior to and the 180 days after the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration unless the managing underwriter(s) agrees otherwise.
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Restrictions on Public Sales. (a) If requested in writing by any Lead Underwriter in connection with a public offering of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity), each of the Stockholders (other than any Pledgee or Hedging Counterparty) and the Issuer shall execute and deliver agreements ("Lock-up Agreements") containing such restrictions on its ability to dispose of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) as such Lead Underwriter may reasonably request; provided that such restrictions shall be the same for all parties and shall not have a duration of more than (i) 180 days after the completion of such offering (in the case of the Initial Public Offering) or (ii) 90 days after the completion of such offering (in the case of other public offerings). Any Lock-up Agreements executed by the Stockholders shall contain provisions naming the Issuer as an intended third-party beneficiary thereof and requiring the prior written consent of the Issuer for any amendments thereto or waivers thereof. Any Lock-up Agreements executed by the Issuer shall contain provisions naming the Stockholders as intended third-party beneficiaries thereof and requiring the prior written consent of the Majority Stockholders for any amendments thereto or waivers thereof.
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Restrictions on Public Sales. RGA agrees that it shall not make any public sale or other distribution of its common stock, or any securities convertible into or exchangeable or exercisable for its common stock, including a sale under Regulation D under the Securities Act or under any other exemption of the Securities Act (except pursuant to registrations on Forms S-8 or S-4 or any successor form), during the two days prior to and the 180 days after the effective date of any underwritten offering pursuant to any Piggyback Registration unless the managing underwriter(s) agrees otherwise.
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Restrictions on Public Sales. Each Holder agrees to enter into a customary letter agreement with underwriters of any Underwritten Offering, or other underwritten offering of the Company’s securities (whether primary or secondary, and regardless of whether any Holders participate in such underwritten offering) providing such Holder will not effect any public sale or distribution of Registrable Securities during a period of up to 60 calendar days beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of such Underwritten Offering or other underwritten offering; provided, that (a) no Holder shall be subject to such restrictions unless the Company and the officers or the directors of the Company are subject to the same restrictions, (b) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other shareholder of the Company on whom a restriction is imposed and (c) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are sold in connection with an Underwritten Offering pursuant to this Agreement.
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Restrictions on Public Sales. In consideration of the agreements contemplated herein, Buyer further agrees that if Seller or the managing underwriters so request in connection with any underwritten registration of Seller’ securities, Buyer will not, without the prior written consent of Seller or such underwriters, effect any sale of the Registrable Securities to the public pursuant to a public offering or otherwise or other distribution of any equity securities of Seller, including any sale pursuant to Rule 144 (each of the foregoing, a “Prohibited Sale”), during the seven (7) days prior to, and during the one hundred eighty (180) day period commencing on, the effective date of such underwritten registration, except in connection with such underwritten registration; provided, that the restrictions regarding a Prohibited Sale shall not apply to restrict the sale by any stockholder who, together with any of its Affiliates, as such term is defined in the Securities Act, holds less than one percent (1.0%) of the Common Stock on a fully diluted basis.
Sample 1
Restrictions on Public Sales. (a) If requested in writing by any Lead Underwriter in connection with a public offering of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity), each of the Stockholders (other than any Pledgee or Hedging Counterparty), the Issuer and AOLTW shall execute and deliver agreements ("Lock-up Agreements") containing such restrictions on its ability to dispose of shares of Common Equity (or instruments convertible into or exchangeable for Common Equity) as such Lead Underwriter may reasonably request; provided that such restrictions shall be the same for all parties and shall not have a duration of more than (i) 180 days after the completion of such offering (in the case of the Initial Public Offering) or (ii) 90 days after the completion of such offering (in the case of other public offerings). Any Lock-up Agreements executed by the Stockholders shall contain provisions naming AOLTW and the Issuer as intended third-party beneficiaries thereof and requiring the prior written consent of AOLTW and the Issuer for any amendments thereto or waivers
Sample 1
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Restrictions on Public Sales. Each Shareholder agrees to enter into a customary letter agreement with underwriters of any underwritten offering of the Company’s securities (whether primary or secondary, and regardless of whether any Shareholders participate in such underwritten offering), to the extent requested by the lead underwriter(s) in writing, providing such Shareholder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of such underwritten offering; provided, however, that (a) no Shareholder shall be subject to such restrictions unless the Company and the officers or the directors thereof are subject to the same restrictions, (b) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Shareholder of the Company on whom a restriction is imposed , (c) the restrictions set forth in this Section 3.2 shall not apply to any Registrable Securities that are sold in connection with an underwritten offering pursuant to this Agreement and (d) any Shareholder that (together with its Affiliates) beneficially owns less than 5% of the SemGroup Common Shares shall not be required to enter into such letter agreement.
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Restrictions on Public Sales. In consideration of the agreements contemplated herein, Laurus further agrees that if Home Solutions or the managing underwriters so request in connection with any underwritten registration of Home Solutions’ securities, Laurus will not, without the prior written consent of Home Solutions or such underwriters, effect any (a) sale of the Registrable Securities to the public pursuant to a public offering or otherwise or (b) other distribution of any equity securities of Home Solutions, including any sale pursuant to Rule 144 (each of clauses (a) and (b) preceding, a “Prohibited Sale”), during the seven (7) days prior to, and during the one hundred eighty (180) day period commencing on, the effective date of such underwritten registration, except in connection with such underwritten registration; provided, that the restrictions regarding a Prohibited Sale shall not apply to restrict the sale by any stockholder who, together with any of its Affiliates, as such term is defined in the Securities Act, holds less than one percent (1.0%) of the Common Stock on a fully diluted basis.
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Related to Restrictions on Public Sales

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

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