Lock-Up Clause Example with 12 Variations from Business Contracts
This page contains Lock-Up 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.
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a rese...arch report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (15) days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period.View More
Variations of a "Lock-Up" Clause from Business Contracts
Lock-Up. 5.1 Agreement to Lock-Up. "Market Stand-off' Agreement. Each Key Holder Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-l or Form S-3, and ending on the date spec...ified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (15) days prior to or after the date that is (x) one hundred eighty (180) days after in the effective date case of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following Company's initial public offering (‘IPO"), which period may be extended upon the effective date request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, or (y) if requested by the managing underwriter and approved by holders of more than the Appropriate Percentage of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by the Investors, ninety (90) days in the case of any registration statement relating other than the IPO, which period may be extended upon the request of the managing underwriter, to such offering (a) lend, offer, pledge, sell, the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 90-day lockup period), (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 or dispose of, directly or indirectly, any shares of Capital Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately prior to before the effectiveness effective date of the 8 registration statement for the IPO such offering or (b) (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, such securities, whether any such transaction described in clause (a) (i) or (b) (ii) above is to be settled by delivery of Capital Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 5 5.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders Stockholders only if all officers, officers and directors are subject to the same restrictions and holders of the Company uses 11 commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company's outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. Stock). The underwriters in connection with the IPO such registration are intended third party third-party beneficiaries of this Section 5 5.1 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO connection with such registration that are consistent with this Section 5 5.1 or that are necessary to give further effect thereto, thereto. 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder Stockholder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 6.1 Agreement to Lock-Up. Each Key Holder Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by days), or such underwriter, such longer other period of time as is necessary to ena...ble such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the publication or after other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering successor provisions or amendments thereto) (a) lend, 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, or 25 otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, capital stock of the Company, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock capital stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or shares acquired in the Company's IPO or in open market transactions on or after the closing of the IPO, and shall only be applicable to the Key Holders Stockholders if all officers, officers and directors (regardless of percentage ownership) and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 6 or that are necessary to give further effect thereto, 5.2 thereto. Any discretionary waiver or termination of the restrictions of any lockup agreement entered into in connection with the IPO by the Company or any underwriter shall apply to the same extent and with respect to the same percentage of Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) of each Stockholder as the percentage that the released shares of Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) bear to all of the shares of Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) held by the holder of the released shares. 6.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock capital stock of each Key Holder Stockholder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 (a) Agreement to Lock-Up. Each Key Upon the request of the managing underwriter, the Registered Holder hereby agrees to enter into an agreement that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by underwriter..., or such underwriter, such longer other period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates 180 days and up to an earnings release or announcement additional 34 days as may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the 7 publication or after other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering (a) successor provisions or amendments thereto), (A) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (as defined in the Right of First Refusal Agreement) held immediately prior to the effectiveness of the 8 registration statement for the IPO or (b) (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) (A) or (b) (B) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders Registered Holder if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) preferred stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key The Registered Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 10 or that are necessary to give further effect thereto, 5.2 thereto. (b) Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key the Registered Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. (a) Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a ...research report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (15) days prior to or after the date that is one hundred eighty (180) days after days, which period may be extended upon the effective date request of the registration statement relating managing underwriter for an additional period of up to such offering, fifteen (15) days to 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 event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering successor provisions or amendments thereto) (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to before the effectiveness effective date of the 8 registration statement for the IPO (excluding any shares purchased in connection with or conditioned on the IPO and any securities acquired following the effective date of the registration statement for the IPO) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 5.1 shall only apply to the IPO and 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 Key Holder or the immediate family of the Key Holder (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), and shall only be applicable to the Key Holders if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into 7 Common Stock of all outstanding Preferred Stock) enter into similar agreements. Stock). The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO (or any other registration, as applicable) that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. (b) In connection with a SPAC Transaction, each Key Holder agrees to enter into an agreement with the SPAC or the Company to not transfer the Public Shares received by such Key Holder in connection with the SPAC Transaction (excluding any Public Shares received in exchange for or upon conversion of securities issued in a private placement that is connected to or conditioned on the SPAC Transaction) pursuant to terms substantially similar to the terms in Section 5.1(a) (modified as appropriate for a SPAC Transaction). 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by one hundred eighty (l80) days, or such underwriter, such longer other period of time as is necessary to... enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the publication or after other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), or in the case of a Reverse Merger, during the period commencing on the date of the closing of the Reverse Merger and ending on the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering closing, (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO or the closing of the Reverse Merger; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one two percent (1%) (2%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO IPO, and the Acquiror in connection with the Reverse Merger, are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO or the Acquiror in the Reverse Merger that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. 9 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's registration by the Company of shares of Common Stock in its initial public offering (the "IPO") "IPO"), and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if l80 days), which period may be extended upon t...he request of the managing underwriter, to the extent required by such underwriter, such longer any FINRA rules, for an additional period of time as is necessary up to enable such underwriter fifteen (15) days if the Company issues or proposes to issue a research report or make a public appearance that relates to an earnings or other public release or announcement by the Company within fifteen (15) days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date expiration of the registration statement relating to such offering 180-day lock-up period) (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) any shares purchased in the IPO, or (iii) any shares purchased in open market transactions following the IPO, and shall only be applicable to the Key Holders if all officers, officers and directors are subject to the same restrictions and holders of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company's outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. shares of the Company's preferred stock). The underwriters in connection with the IPO are intended third party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by one hundred eighty (l80) days), or such underwriter, such longer other period of time as is necessary t...o enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the publication or after other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering successor provisions or amendments thereto), (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only 12 be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by one hundred eighty (l80) days), or such underwriter, such longer other period of time as is necessary t...o enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the publication or after other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering successor provisions or amendments thereto), (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. 9 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) or, if required by one hundred eighty (l80) days, or such underwriter, such longer other period of time as is necessary to... enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement may be requested by the Company within fifteen (15) days prior or an underwriter to accommodate regulatory restrictions on (1) the publication or after other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering successor provisions or amendments thereto), (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, thereto. 5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
Lock-Up. 5.1 5.1. Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering (the "IPO") and ending on the date specified by the Company and the managing underwriter (such underwriter, such period not to exceed 180 days) or, if required by such underwriter, such longer period of time as is necessary to enable such unde...rwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (15) days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to days, or such offering, but in any event other period, not to exceed two hundred ten (210) days following an additional thirty-five (35) days, as may be requested by the effective date Company or an underwriter to 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 registration statement relating to such offering restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the 8 registration statement for the IPO IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series D Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto, 5.2 thereto. 5.2. Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period. View More
