Lock-Up Period Clause Example with 39 Variations from Business Contracts

Lock-Up Period. Participant hereby (a) The Optionee agrees that Participant shall the Optionee will not offer, pledge, sell, contract to sell, sell any option or option, sell any contract to purchase, purchase any option or option, purchase any contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or any other Company securities) of the Company or enter into any swap, hedging hedging, or other arrangem...ent that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock Shares (or any other Company securities) of the Company held by Participant the Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock the Company's capital stock (or any other securities) of Company securities, collectively, the Company "Stock") not to exceed one hundred and eighty (180) 90 days following (180 days in the case of an initial public offering) after the effective date of any Company registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant Act. (b) The Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which to the extent that such agreements are consistent with the foregoing or which that are necessary to give further effect thereto. to the provisions set forth in Section 11(a). In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of Stock, the Company, Participant shall Optionee will provide, within ten (10) 10 days of such 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. (c) The obligations described in this Section 4 shall 11 will 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day such 90-day or 180-day period, as applicable. 4 12. Discretionary Adjustment. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or any other change in the corporate structure or Shares of the Company, the Committee (or other) period. Participant agrees that if the Company does not survive any transferee such transaction, a comparable committee of the Board of Directors of the surviving corporation) may, without the consent of the Optionee, make such adjustment as it determines in its discretion to be appropriate as to the number and kind of securities subject to and reserved under the Plan and, in order to prevent dilution or enlargement of rights of the Optionee, the number and kind of securities issuable upon exercise of the Option or shares acquired pursuant to and the Option shall be bound by this Section 4. exercise price hereof. View More

Lock-Up Period. Participant hereby (a) The Optionee agrees that Participant shall the Optionee will not offer, pledge, sell, contract to sell, sell any option or option, sell any contract to purchase, purchase any option or option, purchase any contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or any other Company securities) of the Company or enter into any swap, hedging hedging, or other arrangem...ent that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock Shares (or any other Company securities) of the Company held by Participant the Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock the Company's capital stock (or any other securities) of Company securities, collectively, the Company "Stock") not to exceed one hundred and eighty (180) 90 days following (180 days in the case of an initial public offering) after the effective date of any Company registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant Act. (b) The Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which to the extent that such agreements are 4 consistent with the foregoing or which that are necessary to give further effect thereto. to the provisions set forth in Section 11(a). In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of Stock, the Company, Participant shall Optionee will provide, within ten (10) 10 days of such 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. (c) The obligations described in this Section 4 shall 11 will 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant agrees that any transferee of the Option such 90-day or shares acquired pursuant to the Option shall be bound by this Section 4. 180-day period, as applicable. View More

Lock-Up Period. Participant hereby (a) The Optionee agrees that Participant shall the Optionee will not offer, pledge, sell, contract to sell, sell any option or option, sell any contract to purchase, purchase any option or option, purchase any contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or any other Company securities) of the Company or enter into any swap, hedging hedging, or other arrangem...ent that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock Shares (or any other Company securities) of the Company held by Participant the Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock the Company's capital stock (or any other securities) of Company securities, collectively, the Company "Stock") not to exceed one hundred and eighty (180) 90 days following (180 days in the case of an initial public offering) after the effective date of any Company registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant Act. 4 (b) The Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which to the extent that such agreements are consistent with the foregoing or which that are necessary to give further effect thereto. to the provisions set forth in Section 11(a). In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of Stock, the Company, Participant shall Optionee will provide, within ten (10) 10 days of such 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. (c) The obligations described in this Section 4 shall 11 will 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant agrees that any transferee of the Option such 90-day or shares acquired pursuant to the Option shall be bound by this Section 4. 180-day period, as applicable. View More

Lock-Up Period. Participant hereby (a) The Optionee agrees that Participant shall the Optionee will not offer, pledge, sell, contract to sell, sell any option or option, sell any contract to purchase, purchase any option or option, purchase any contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or any other Company securities) of the Company or enter into any 4 swap, hedging hedging, or other arrang...ement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock Shares (or any other Company securities) of the Company held by Participant the Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock the Company's capital stock (or any other securities) of Company securities, collectively, the Company "Stock") not to exceed one hundred and eighty (180) 90 days following (180 days in the case of an initial public offering), plus any additional periods required by the Financial Industry Regulatory Authority, after the effective date of any Company registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant Act. (b) The Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which to the extent that such agreements are consistent with the foregoing or which that are necessary to give further effect thereto. to the provisions set forth in Section 11(a). In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of Stock, the Company, Participant shall Optionee will provide, within ten (10) 10 days of such 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. (c) The obligations described in this Section 4 shall 11 will 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4. such period, as applicable. View More

Lock-Up Period. Participant The Award Holder hereby agrees that Participant the Award Holder shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the econ...omic consequences of ownership of any Common Stock Shares (or other securities) of the Company held by Participant the Award Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock Shares (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant The Award Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the 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 Shares (or other securities) of the Company, Participant the Award Holder shall provide, within ten (10) days of such 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 4 9 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 Commission 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 Shares (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant the Award Holder agrees that any transferee of the Option Award or shares Shares acquired pursuant to the Option Award shall be bound by this Section 4. 9. View More

Lock-Up Period. Participant The Award Holder hereby agrees that Participant the Award Holder shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the econ...omic consequences of ownership of any Common Stock Shares (or other securities) of the Company held by Participant the Award Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock Shares (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst 28 recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant The Award Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the 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 Shares (or other securities) of the Company, Participant the Award Holder shall provide, within ten (10) days of such 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 4 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 Commission 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 Shares (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant the Award Holder agrees that any transferee of the Option Award or shares Shares acquired pursuant to the Option Award shall be bound by this Section 4. View More

Lock-Up Period. Participant Optionee hereby agrees that Participant Optionee shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ow...nership of any Common Stock (or other securities) of the Company held by Participant Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant Act. Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the 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 Optionee shall provide, within ten (10) days of such 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 4 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4. Section. 2 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash or check; (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. View More

Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Com...mon Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which underwriters that are consistent with the 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 (10) days of such 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 4 3 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 Exchange Commission 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 other 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 Option or shares acquired pursuant to the Option shall be bound by this Section 3. 3 4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant: (a) cash; (b) check; (c) using a "cashless exercise" method, in which event the Company shall issue to the Participant the number of Shares determined as follows: X = Y[(A-B)/A] where: X = the number of Shares to be issued to the Participant. Y = the number of Shares with respect to which this Option is being exercised. A = the Fair Market Value of the Company's Common Stock (as defined in the Plan). B = the Exercise Price. (d) consideration received by the Company under another formal cashless exercise program adopted by the Company at the direction of the Administrator in connection with the Plan; or (e) surrender of other Shares which (i) shall be valued at their Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company. View More

Lock-Up Period. Participant (a) Optionee hereby agrees that Participant Optionee shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences o...f ownership of any Common Stock (or other securities) of the Company held by Participant Optionee (other than those included in the registration) for a during the 180-day period specified (or such longer period as may be requested in writing by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days in connection with NASD Rule 2711(f)(4)) following the effective date of any the first registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant (the "Lock-Up Period"). (b) Optionee agrees to execute and deliver such other agreements (including the underwriter's standard form of "lock-up" or "market standoff" agreement) as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In the event Optionee refuses to execute any such agreement, Optionee hereby agrees to comply with all of the transfer restrictions set forth above in this Section for an additional 60 days beyond the Lock-Up Period otherwise called for above. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant Optionee shall provide, within ten (10) days of such 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 4 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 Commission 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 other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant the Lock-Up Period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4. Section. View More

Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Com...mon Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which underwriters that are consistent with the 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 (10) days of such 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 4 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 Exchange Commission 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 other 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 Option or shares acquired pursuant to the Option shall be bound by this Section 4. 3 4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant: (a) cash; (b) check; (c) using a "cashless exercise" method, in which event the Company shall issue to the Participant the number of Shares determined as follows: X = Y[(A-B)/A] where: X = the number of Shares to be issued to the Participant. Y = the number of Shares with respect to which this Option is being exercised. A = the Fair Market Value of the Company's Common Stock (as defined in the Plan). B = the Exercise Price. (d) consideration received by the Company under another formal cashless exercise program adopted by the Company at the direction of the Administrator in connection with the Plan; or (e) surrender of other Shares which (i) shall be valued at their Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company. View More