Selling Stockholder. Quadrangle NTELOS Holdings II LP Quadrangle NTELOS GP LLC QCP GP Investors II LLC Quadrangle GP Investors II LP Quadrangle (AIV2) Capital Partners II LP EXHIBIT A LOCK-UP LETTER AGREEMENT UBS SECURITIES LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by you of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Lumos Networks Corp., a Delaware corporation (the “Company”), and that you propose to reoffer the Stock to the public (the “Offering”). In consideration of your execution of the Underwriting Agreement and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without your prior written consent the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) cause to be filed a registration statement with respect to any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (with the exception of a filing on Form S-8 related to the Company’s incentive plan) or (4) publicly disclose the intention to do any of the foregoing, for a period of 45 days after the date of the final prospectus relating to the Offering (such 45-day period, the “Lock-Up Period”). The foregoing paragraph shall not apply to (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares...
Selling Stockholder. The term "Selling Stockholder" means any Stockholder who requests inclusion of all or a portion of its shares of Registrable Securities in a Demand Registration pursuant to Sections 1 herein or a Piggyback Registration pursuant to Section 2. 11.12.
Selling Stockholder. The Selling Shareholder has been duly organized and is validly existing as a corporation and is in good standing under the laws of the Commonwealth of Australia as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
Selling Stockholder. 19. The Company, each Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Selling Stockholder. Selling Stockholder shall have the meaning given to such term in Section 5(b) hereof.
Selling Stockholder. Any Holder whose Registrable Shares are included ------------------- at the request of such Holder in any Registration Statement filed pursuant to Section 2.
Selling Stockholder. Selling Stockholder" shall have the meaning specified in the introductory paragraph of the Agreement.
Selling Stockholder. The Selling Stockholder hereby executes this Agreement as a Holder. Any Holder that is a transferee of Registrable Securities from the Selling Stockholder, and any Holder named as a “selling stockholder” in a prospectus supplement filed by the Company in connection with an underwritten offering requested by HNA or any Holder pursuant to the Registration Rights Agreement, as amended by this Agreement, shall execute and deliver to the Company a counterpart to this Agreement whereby it agrees to be bound by the terms of this Agreement as a Holder.
Selling Stockholder. The term "SELLING STOCKHOLDER" means any Stockholder who requests inclusion of all or a portion of its shares of Registrable Securities in a Demand Registration pursuant to Sections 1 herein or a Piggyback Registration pursuant to Section 2.
Selling Stockholder. 2.01 Selling Stockholder's Offered Shares............................... 2.01
