Grouped Into 21 Collections of Similar Clauses From Business Contracts
This page contains Lock-Up Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Lock-Up Agreement. The Participant shall agree, if so requested of all executive management personnel by the Company or the Partnership and any underwriter in connection with any public offering of securities of the Partnership or any Affiliate thereof, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any Units held by him or her for su...ch period, not to exceed one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with such public offering, as such underwriter shall specify reasonably and in good faith. The Company or the Partnership may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such 180-day period. Notwithstanding the foregoing, the 180-day period may be extended for up to such number of additional days as is deemed necessary by such underwriter or the Company or Partnership to continue coverage by research analysts in accordance with FINRA Rule 2711 or any successor rule.View More
Lock-Up Agreement. The Participant shall agree, if so requested of all executive management personnel by the Company or the Partnership and any underwriter in connection with any public offering of securities of the Partnership or any Affiliate thereof, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any Units held by him or her for su...ch period, not to exceed one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with such public offering, as such underwriter shall specify reasonably and in good faith. The Company or the Partnership may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such 180-day period. Notwithstanding the foregoing, the 180-day period may be extended for up to such number of additional days as is deemed necessary by such underwriter or the Company or Partnership to continue coverage by research analysts in accordance with FINRA Rule 2711 or any successor rule. 7 18. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Phantom Units and DERs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. View More
Lock-Up Agreement. The Participant shall agree, if so requested of all executive management personnel by the Company or the Partnership and any underwriter in connection with any public offering of securities of the Partnership or any Affiliate (as defined in the Plan) thereof, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any Common... Units held by him or her for such period, not to exceed one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), in connection with such public offering, as such underwriter shall specify reasonably and in good faith. The Company or the Partnership may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such 180-day period. Notwithstanding the foregoing, the 180-day period may be extended in the discretion of the Company for up to such number of additional days as is deemed necessary by such underwriter or the Company or Partnership to continue coverage by research analysts in accordance with FINRA Rule 2711 or any successor or other applicable rule. View More
Lock-Up Agreement. In connection with a registration with the United States Securities and Exchange Commission under the Securities Act of the public sale of shares of Common Stock, you shall not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time prior to the effective date o...f such registration and continuing through and following the effective date of such registration (not to exceed 180 days) as the Company or the underwriters, as the case may be, shall specify. You agree that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section. You shall execute a form of agreement reflecting the foregoing restrictions as requested by the underwriters managing such offering.View More
Lock-Up Agreement. In connection with a registration with the United States Securities and Exchange Commission under the Securities Act of the public sale of shares of Common Stock, you shall not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time prior to the effective date o...f such registration and continuing through and following the effective date of such registration (not to exceed 180 days) as the Company or the underwriters, as the case may be, shall specify. You agree that the Company may 12 DocuSign Envelope ID: 4E0DE264-57B1-499F-AFA7-F6AD50F64C1A instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section. You shall execute a form of agreement reflecting the foregoing restrictions as requested by the underwriters managing such offering. View More
Lock-Up Agreement. The Awardee, in the event that any shares of Common Stock which become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of the shares of such Common Stock comparable to the restrictions agreed upon by ...such directors or officers of the Company.View More
Lock-Up Agreement. The Awardee, Awardee hereby agrees that in the event that any shares of Common Stock which become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then Awardee shall enter into an 2 agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of the such shares of such Common Stock... comparable to the restrictions agreed upon by such directors or officers of the Company. View More
Lock-Up Agreement. Any Shares issued in respect of this Warrant from the date of this Warrant until January 31, 2016 (the "Lock-Up Period"), will be subject to the terms and conditions of the lock-up agreement between the Holder and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, as representatives of the Company's several underwriters (the "Lock-Up Agreement"). Any Shares issued in respect of this Warrant after the Lock-Up Period will not be subject to the terms and conditi...ons of the Lock-Up Agreement. Nothing in this Section 10 will restrict or otherwise affect any waiver to such Lock-Up Agreement granted in accordance with its terms, including any waiver that permits the disposition or transfer of any Shares during the Lock-Up Period that would otherwise be prohibited by such Lock-Up Agreement.View More
Lock-Up Agreement. Any Shares issued in respect of this Warrant from the date of this Warrant until January 31, 2016 (the "Lock-Up Period"), during the Restricted Period (as defined in the Lock-Up Agreement), will be subject to the terms and conditions of the lock-up agreement between the Holder and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, as representatives of the Company's several underwriters (the "Lock-Up Agreement"). Any Shares issued in respect of this Warrant a...fter the Lock-Up Restricted Period will not be subject to the terms and conditions of the Lock-Up Agreement. Nothing in this Section 10 will restrict or otherwise affect any waiver to such Lock-Up Agreement granted in accordance with its terms, including any waiver that permits the disposition or transfer of any Shares during the Lock-Up Restricted Period that would otherwise be prohibited by such Lock-Up Agreement. View More
Lock-Up Agreement. Each Investor shall not, directly or indirectly, transfer any Securities for the period beginning on the Closing Date and ending on the date that is forty-five (45) days from the Closing Date. Any transfer or attempted transfer of any of the Securities in violation of this Section 12 shall, to the fullest extent permitted by law, be null and void ab initio, and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported tran...sfer on the share register of the Company.View More
Lock-Up Agreement. Each Investor shall not, directly or indirectly, transfer Transfer any Securities Shares for the period beginning on the Investment Closing Date and ending on the date that is forty-five (45) days from the Investment Closing Date. Any transfer or attempted transfer of any of the Securities Shares in violation of this Section 12 8 shall, to the fullest extent permitted by law, Law, be null and void ab initio, and the Company shall not, and shall instruct its transfer agent and other third parties... not to, record or recognize any such purported transfer on the share register of the Company. View More
Lock-Up Agreement. In connection with any underwritten public offering of shares of the Stock made by the Company pursuant to a registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any Stock (including but not limited to Stock subject to this Option) or any rights to acquire Stock of the Company for such period beginning on the date of filing of such registrat...ion statement with the Securities and Exchange Commission and ending at the time as may be established by the underwriters for such public offering; provided, however, that such period shall end not later than one hundred eighty (180) days from the effective date of such registration statement. The foregoing limitation shall not apply to shares registered for sale in such public offering.View More
Lock-Up Agreement. In connection with any underwritten public offering of shares of the Stock Shares made by the Company pursuant to a registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any Stock Shares (including but not limited to Stock Shares subject to this Option) or any rights to acquire Stock Shares of the Company for such period beginning on the date... of filing of such registration statement with the Securities and Exchange Commission and ending at the time as may be established by the underwriters for such public offering; provided, however, that such period shall end not later than one hundred eighty (180) 180 days from the effective date of such registration statement. The foregoing limitation shall not apply to shares registered for sale in such public offering. View More
Lock-Up Agreement. The lock-up provisions set forth in Section 6 of the Option Agreement shall apply to the Shares issued upon exercise of the Option hereunder and Purchaser reaffirms Purchaser's obligations set forth therein.
Lock-Up Agreement. The lock-up provisions set forth in Section 6 7 of the Option Agreement shall apply to the Shares issued upon exercise of the Option hereunder and Purchaser reaffirms Purchaser's obligations set forth therein.
Lock-Up Agreement. Concurrently with the execution of this Agreement by all of the Parties, the Warrant Holder shall execute and deliver a Lock-Up Agreement, in substantially the form attached hereto as Exhibit A hereto (the "Lock-up Agreement"), to the Company, pursuant to which the Warrant Holder agrees not to sell or transfer its Warrants, shares of Preferred Stock or shares of common stock of the Company ("Common Stock") during the 60-day period commencing on the date hereof, provided, however, that: (a) durin...g the 30-day period commencing on the date of the Warrant Holder's exercise under Section 1, the Warrant Holder will be permitted to freely transfer any Warrants, shares of Preferred Stock and shares of Common Stock; and (b) if (x) Ionic Ventures LLC does not exercise at least $600,000 of its Warrants by the end of November 16, 2018; and (y) the Warrant Holder notifies the Company by 5:00 p.m. on November 19, 2018, that it intends to exercise at least $600,000 of its Warrants and does so on the immediately following business day, then commencing on such date until the expiration of the Lock-Up Agreement, the Warrant Holder will be permitted to freely transfer any Warrants, shares of Preferred Stock and shares of Common Stock.View More
Lock-Up Agreement. Concurrently with the execution of this Agreement by all of the Parties, the Warrant Holder shall execute and deliver a Lock-Up Agreement, in substantially the form attached hereto as Exhibit A hereto (the "Lock-up Agreement"), to the Company, pursuant to which the Warrant Holder agrees not to sell or transfer its Warrants, shares of Preferred Stock or shares of common stock of the Company ("Common Stock") during the 60-day period commencing on the date hereof, provided, however, that: (a) that ...during the 30-day period commencing on the date of the Warrant Holder's exercise under Section 1, if the Warrant Holder so elects to exercise, the Warrant Holder will be permitted to freely transfer any Warrants, shares of Preferred Stock and shares of Common Stock; and (b) if (x) Ionic Ventures LLC does not exercise at least $600,000 of its Warrants by the end of November 16, 2018; and (y) the Warrant Holder notifies the Company by 5:00 p.m. on November 19, 2018, that it intends to exercise at least $600,000 of its Warrants and does so on the immediately following business day, then commencing on such date until the expiration of the Lock-Up Agreement, the Warrant Holder will be permitted to freely transfer or sell any Warrants, shares of Preferred Stock and shares of Common Stock. View More
Lock-Up Agreement. (a) To the extent requested by any lead managing underwriter in connection with each Underwritten Offering, the Company and each Participating Shareholder shall agree not to effect any public sale or distribution of any Company Shares or other security of the Company (except as part of such Underwritten Offering) during the period beginning on the date that is no earlier than estimated by the Company, in good faith and provided in writing to such Holder, to be the fifteenth (15th) Business Day p...rior to the effective date of the applicable Registration Statement (or the anticipated launch date in the case of a "take-down" off of an already effective Shelf Registration Statement) until the earlier of (i) such time as the Company and any lead managing underwriter shall agree and (ii) one hundred eighty (180) calendar days after the effective date of the applicable Registration Statement (or the pricing date in the case of a "take-down" off of an already effective Shelf Registration Statement); provided, that the Company shall cause all directors and executive officers of the Company to enter into agreements similar to those contained in this Section 4(a) (without regard to this proviso), subject to exceptions for gifts, sales pursuant to pre-existing 10b5-1 plans and other customary exclusions agreed to by any lead managing underwriter; provided further, that any lead managing underwriter may extend such period as necessary to comply with applicable FINRA rules. (b) Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor form to such forms or as part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement and other customary exclusions agreed to by any lead managing underwriter. 11 5. Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any agreement (other than as provided herein) granting registration rights to any other Person with respect to any Company Shares.View More
Lock-Up Agreement. (a) To the extent requested by any the lead managing underwriter underwriter(s) in connection with each Underwritten Offering, the Company and each Participating Shareholder Holder shall agree not to effect any public sale or distribution of any Company Shares Securities or other security of the Company (except as part of such Underwritten Offering) during the period beginning on the date that is no earlier than estimated by the Company, in good faith and provided in writing to such Holder, to b...e the fifteenth (15th) Business Day seventh (7th) calendar day prior to the effective date of the applicable Registration Statement (or the anticipated launch date in the case of a "take-down" off of an already effective Shelf Registration Statement) until the earlier of (i) such time as the Company and any the lead managing underwriter underwriter(s) shall agree and (ii) one hundred eighty (180) sixty (60) calendar days after the effective date of the applicable Registration Statement (or the pricing date in the case of a "take-down" off of an already effective Shelf Registration Statement); provided, provided that the Company shall cause all directors and executive officers of the Company Company, and all other Persons with registration rights with respect to the Company's securities (whether or not pursuant to this Agreement) to enter into agreements similar to those contained in this Section 4(a) 5(a) (without regard to this proviso), subject to exceptions for gifts, pledges, sales pursuant to pre-existing 10b5-1 105-1 plans and other customary exclusions agreed to by any such managing underwriter(s); provided, further, that the lead managing underwriter; provided further, that any lead managing underwriter underwriter(s) may extend such period as necessary to comply with applicable FINRA rules. 19 (b) Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor form to such forms or as part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement and other customary exclusions agreed to by any lead managing underwriter. 11 5. Other Registration Rights. arrangement. The Company represents and warrants that it is agrees to use its commercially reasonable efforts to obtain from each holder of restricted securities of the Company which securities are the same as or similar to the Registrable Securities being registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not a party to, to effect any public sale or otherwise subject to, distribution of such securities during any agreement (other than such period referred to in this Section 5, except as provided herein) granting registration rights to part of any other Person with respect to any Company Shares. such registration, if permitted. View More
Lock-Up Agreement. The Participant agrees that in connection with any underwritten public offering of Common Stock, including the Company's initial public offering, the shares of Common Stock acquired hereunder upon conversion of the Awarded Units may not be sold, offered for sale, pledged or otherwise disposed of or transferred without the prior written consent of the Company or the principal underwriter managing such public offering, as the case may be, for at least one hundred eighty (180) days after the effect...iveness of the registration statement filed in connection with such offering, or such longer period of time as the Board or the principal underwriter may determine, if all of the Company's directors and officers agree to be similarly bound. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares subject to this Section 13 or into which such shares thereby become convertible shall immediately be subject to this Section 13. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the shares subject to this Section 13. The obligations under this Section 13 shall remain effective for all underwritten public offerings with respect to which the Company has filed a registration statement on or before the date five (5) years after the closing of the Company's initial public offering; provided, however, that this Section 13 shall cease to apply to any shares sold to the public pursuant to an effective registration statement or an exemption from the registration requirements of the United States Securities Act of 1933, as amended, in a transaction that complied with the terms of this Agreement.View More
Lock-Up Agreement. The Participant agrees that in connection with any underwritten public offering of Common Stock, including the Company's initial public offering, the shares of Common Stock acquired hereunder upon conversion of the Awarded Units Optioned Shares may not be sold, offered for sale, pledged or otherwise disposed of or transferred without the prior written consent of the Company or the principal underwriter managing such public offering, as the case may be, for at least one hundred eighty (180) days ...after the effectiveness of the registration statement filed in connection with such offering, or such longer period of time as the Board of Directors or the principal underwriter may determine, if all of the Company's directors and officers agree to be similarly bound. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares Optioned Shares subject to this Section 13 16 or into which such shares Optioned Shares thereby become convertible shall immediately be subject to this Section 13. 16. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the shares Optioned Shares subject to this Section 13. 16. The obligations under this Section 13 16 shall remain effective for all underwritten public offerings with respect to which the Company has filed a registration statement on or before the date five (5) years after the closing of the Company's initial public offering; provided, however, that this Section 13 16 shall cease to apply to any shares Optioned Shares sold to the public pursuant to an effective registration statement or an exemption from the registration requirements of the United States Securities Act of 1933, as amended, in a transaction that complied with the terms of this Agreement. 4 18. Participant's Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Stock Option subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement. View More