Further Agreements of the Selling Stockholder Clause Example with 5 Variations from Business Contracts
This page contains Further Agreements of the Selling Stockholder clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Such Selling Stockholder has duly executed and delivered to the Representatives a "lock-up" agreement in substantially the form of Exhibit A hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the S...tock. (c) Tax Form. Such Selling Stockholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package.View More
Variations of a "Further Agreements of the Selling Stockholder" Clause from Business Contracts
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, Stockholders severally and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Lock-Up Agreements. Such Selling Stockholder has duly executed and delivered to the Representatives a "lock-up" agreement substantially in substantially the form of Exhibit A B hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any st...abilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. -29- (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or other relevant sanctions authority (collectively, "Sanctions"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria, or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package.View More
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each the Underwriter that: (a) Clear Market. Such On or before the date hereof, such Selling Stockholder has duly executed shall execute and delivered to deliver the Representatives a "lock-up" agreement agreements referenced in substantially the form of Exhibit A hereto. Section 8(l) hereof. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that co...uld reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 or W-8, as applicable (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) thereof), with any required schedules or attachments, in order to facilitate the Underwriters' Underwriter's documentation of their its compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 for tax purposes with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity hereunder (i) to knowingly fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to knowingly fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, knowingly result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Continued Compliance with Securities Laws. Such Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, shall immediately notify you if any event occurs, or of any change in the information Selling Stockholder Information relating to the such Selling 22 Stockholder Stockholder, which results in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. Package or in the Prospectus (as amended or supplemented) including an untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Payment of Expenses. Such Selling Stockholder will pay all taxes, if any, on the transfer and sale, respectively, of the Shares being sold by such Selling Stockholder. View More
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, Stockholders covenants and agrees with each Underwriter that: (a) Clear Market. Such Selling Stockholder has duly executed and delivered furnished to the Representatives Representatives, on or prior to the date of this Agreement, a "lock-up" agreement agreement, each substantially in substantially the form of Exhibit A hereto. hereto, and such lock-up agreement has been duly authorized, executed and delivered by such Selling Stockholde...r. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (d) Use of Proceeds. (c) No Stabilization. Such Selling Stockholder will not take, directly or indirectly use the proceeds indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the offering price of the Shares by such Stock. (d) No Written Materials. Such Selling Stockholder hereunder, agrees that it will not prepare or lend, contribute have prepared on its behalf or otherwise make available such proceeds to a subsidiary, joint venture partner use or other person refer to, any "free writing prospectus" (as 27 defined in Rule 405 under the Securities Act), and agrees that it will not distribute any written materials in connection with the offer or entity (i) to fund or facilitate any activities sale of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Shares. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the such Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder Information of such Selling Stockholder set forth in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. View More
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, Stockholders covenants and agrees with each Underwriter that: (a) Clear Market. Lock-Up Agreements. Such Selling Stockholder has duly executed and delivered to the Representatives Representative a "lock-up" agreement substantially in substantially the form of Exhibit A hereto. -26- (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause o...r result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Forms. Such Selling Stockholder will deliver to the Representatives Representative, prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department IRS Form W-9 (or other or an applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order IRS Form W-8, as appropriate, together with all required attachments to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. such form. (d) Use of Proceeds. Such Selling Stockholder will not directly or indirectly use the proceeds of the offering sale of the Shares by such Selling Stockholder hereunder, sold hereby, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package.View More
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally Stockholders severally, and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Such Lock-up Agreement. On or prior to the date of the Pricing Prospectus, such Selling Stockholder has duly executed and delivered to the Representatives Underwriters a "lock-up" lock-up agreement substantially in substantially the form of Exhibit A hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any... action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package.View More
