Agreement in Connection with Initial Public Offering Contract Clauses (29)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Agreement in Connection with Initial Public Offering clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Agreement in Connection with Initial Public Offering. The Recipient agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the ...Company convertible into or exercisable or exchangeable for shares of Common Stock or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the "lock-up" period.View More
Agreement in Connection with Initial Public Offering. The Recipient agrees, in connection with Participant hereby agrees that it will not, without the initial underwritten public offering prior written consent of the Common Stock pursuant to a managing underwriter, during the period commencing on the effective date of any registration statement of the Company filed under the Securities Act, (i) Act and ending on the date specified by the Company and the representative of the underwriters of Common Stock (or other securities) of the Company (such pe...riod not to (a) offer, pledge, announce exceed one hundred eighty (180) days, or such other period as may be requested by the intention Company or an underwriter to sell, sell, accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell, sell; sell any option or contract to purchase, purchase; purchase any option or contract to sell, sell; grant any option, right right, or warrant to purchase, purchase; or otherwise transfer Transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company convertible into or exercisable or exchangeable (directly or indirectly) for shares of Common Stock held immediately before the effective date of the registration statement for such offering or (b) (ii) enter into any swap or other agreement arrangement that transfers, Transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, such securities, whether any such transaction described in clause (a) (i) or (b) (ii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) otherwise. Participant agrees to execute any agreement reflecting clause (i) above and deliver such other agreements as may be reasonably requested by the Company or the managing representative of the underwriters at of Common Stock (or other securities) which are consistent with the time foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten days of such offering. request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 6 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Securities and Exchange Commission ("SEC") Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or (or other securities securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the "lock-up" period. Shares shall be bound by this Section 6. The foregoing provisions of this Section 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the Transfer of any shares to any trust for the direct or indirect benefit of the Participant or the immediate family of the Participant, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such Transfer shall not involve a disposition for value. The underwriters in connection with such registration are intended third party beneficiaries of this Section 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. View More