Market Stand-Off Agreement Clause Example with 58 Variations from Business Contracts
This page contains Market Stand-Off Agreement 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.
Market Stand-Off Agreement. Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a period of time specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under ...the Act (or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this Section 8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.View More
Variations of a "Market Stand-Off Agreement" Clause from Business Contracts
Market Stand-Off Agreement. Holder The Noteholder hereby agrees that the Noteholder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a the Noteholder (other than those included in the registration) during (i) the 180-day period of time specified by following the representative effective date of the underwriters...Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or other securities) of such longer period as the underwriters or the Company not shall request in order to exceed 180 days facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as necessary the underwriters or the Company shall request in order to permit facilitate compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and or any successor or similar rule or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions regulation); provided, that, with respect to such Common Stock (or other securities) until the end of such period. The underwriters (i) and (ii) above, all officers and directors of the Company's stock Company are intended third party beneficiaries of bound by and 2 have entered into similar agreements. The obligations described in this Section 8 and 3 shall have 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 right, power and authority future, or a registration relating solely to enforce a transaction on Form S-4 or similar forms that may be promulgated in the provisions hereof as though they were a party hereto. future. View More
Market Stand-Off Agreement. Holder The Noteholder hereby agrees that the Noteholder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a the Noteholder (other than those included in the registration) during (i) the 180-day period of time specified by following the representative effective date of the underwriters...Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or other securities) of such longer period as the underwriters or the Company not shall request in order to exceed 180 days facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as necessary the underwriters or the Company shall request in order to permit facilitate compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and or any successor or similar rule or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions regulation); provided, that, with respect to such Common Stock (or other securities) until the end of such period. The underwriters (i) and (ii) above, all officers and directors of the Company's stock Company are intended third party beneficiaries of bound by and have entered into similar agreements. The obligations described in this Section 8 and 3 shall have not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar 2 forms that may be promulgated in the right, power and authority future, or a registration relating solely to enforce a transaction on Form S-4 or similar forms that may be promulgated in the provisions hereof as though they were a party hereto. future. View More
Market Stand-Off Agreement. Holder The Noteholder hereby agrees that the Noteholder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a the Noteholder (other than those included in the registration) during (i) the 180-day period of time specified by following the representative effective date of the underwriters...Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or other securities) of such longer period as the underwriters or the Company not shall request in order to exceed 180 days facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as necessary the underwriters or the Company shall request in order to permit facilitate compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and or any successor or similar rule or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions regulation); provided, that, with respect to such Common Stock (or other securities) until the end of such period. The underwriters (i) and (ii) above, all officers and directors of the Company's stock Company are intended third party beneficiaries of bound by and have entered into similar agreements. The obligations described in this Section 8 and 4 shall have 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 right, power and authority future, or a registration relating solely to enforce a transaction on Form S-4 or similar forms that may be promulgated in the provisions hereof as though they were a party hereto. future. View More
Market Stand-Off Agreement. Holder The Noteholder hereby agrees that the Noteholder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a the Noteholder (other than those included in the registration) during (i) the 180-day period of time specified by following the representative effective date of the underwriters...Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or other securities) of such longer period as the underwriters or the Company not shall request in order to exceed 180 days facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as necessary the underwriters or the Company shall request in order to permit facilitate compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and or any successor or similar rule or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions regulation); provided, that, with respect to such Common Stock (or other securities) until the end of such period. The underwriters (i) and (ii) above, all officers and directors of the Company's stock Company are intended third party beneficiaries of bound by and have entered into similar agreements. The obligations described in this Section 8 and shall have 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 right, power and authority future, or a registration relating solely to enforce a transaction on Form S-4 or similar forms that may be promulgated in the provisions hereof as though they were a party hereto. future. View More
Market Stand-Off Agreement. Holder The Lender hereby agrees that the Lender shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a the Lender (other than those included in the registration) during (i) the 180-day period of time specified by following the representative effective date of the underwriters Company's fi...rst firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or other securities) of such longer period as the underwriters or the Company not shall request in order to exceed 180 days facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as necessary the underwriters or the Company shall request in order to permit facilitate compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and or any successor or similar rule or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions regulation); provided, that, with respect to such Common Stock (or other securities) until the end of such period. The underwriters (i) and (ii) above, all officers and directors of the Company's stock Company are intended third party beneficiaries of bound by and have entered into similar agreements. The obligations described in this Section 8 and 4 shall have 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 right, power and authority future, or a registration relating solely to enforce a transaction on Form S-4 or similar forms that may be promulgated in the provisions hereof as though they were a party hereto. future. View More
Market Stand-Off Agreement. The Holder hereby agrees that such Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect benefit as a sale, any Common Stock (or common stock of the Company ("Common Stock") or other securities) securities of the Company held by Holder, for a period of time specified by such Holder immediately prior to the representative effectiveness of the underwriters of Common S...tock (or other securities) of registration statement for such offering (other than those included in the Company not to exceed 180 days registration or acquired in or following such registration) during the 180-day period following the effective date of a registration statement the Company's first firm commitment underwritten public offering of its Common Stock registered under the Act (the "Initial Offering") (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriter and the Company may request in order to comply with applicable regulations), and that such Holder shall execute the standard lock-up agreement used in the Initial Offering; provided that all officers and directors of the Company filed under the Act (or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end holders of such period. The underwriters at least one percent (1%) of the Company's stock voting securities are bound by and have entered into similar agreements. The foregoing provisions of this Section 9 shall apply only to the Initial Offering and shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) 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 (iii) a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The underwriters in connection with such registration are intended third party third-party beneficiaries of this Section 8 9 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements, unless otherwise waived by the holders of a majority of the then-outstanding shares subject to such agreements. View More
Market Stand-Off Agreement. Holder By exercising the Option, Purchaser agrees to the market stand-off provisions in the Notice of Exercise (with the time during which such restrictions apply being the "Lock-Up Period"); provided, however, that nothing shall not sell, dispose of, transfer, make any short sale of, grant any option for prevent the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) exercise of the Company held by Holder,... for a period of time specified by Repurchase Option during the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Act (or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). Holder Lock-Up Period. Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which that are consistent with the foregoing or which that are necessary to give further effect thereto. In order to To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Purchaser's shares of Common Stock (or other securities) until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this Section 8 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. View More
Market Stand-Off Agreement. The Holder hereby agrees that the Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock (or other securities) of the Company held by Holder, for a such Holder (other than those included in the registration) during the 180-day period of time specified by the representative of the underwriters of Common Stock (or other securities)... of the Company not to exceed 180 days following (i) the effective date of the initial public offering (as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) or (ii) the closing of a registration statement SPAC Transaction (as defined below). The foregoing provisions of this Section 9 shall apply only to the initial public offering or a SPAC Transaction, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and greater than one percent (1%) stockholders of the Company filed under enter into similar agreements. The underwriters in connection with the Act (or such longer period initial public offering are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as necessary to permit compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). though they were a party hereto. The Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in the initial public offering or by the Company and/or the managing underwriter(s) which in a SPAC Transaction, as applicable, that are consistent with the foregoing this Section 9 or which that are necessary to give further effect thereto. Any discretionary waiver or termination by the Company or the underwriters of the restrictions of any or all "lock-up" agreements shall apply to the Holder subject to such agreements pro rata based on the number of shares held by subject stockholders. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters Holder agrees that any transferee of the Company's stock are intended third party beneficiaries Warrant of the Company held by Holder shall be bound by this Section 8 9. "SPAC Transaction" means an acquisition, merger or other business combination between the Company and shall have a special purpose acquisition corporation or any subsidiary or affiliate of thereof, following which the right, power and authority to enforce shares of any class or series of the provisions hereof as though they were Common Stock (or the stock of a party hereto. successor corporation) are listed on a U.S. national securities exchange or market. View More
Market Stand-Off Agreement. The Holder hereby agrees that the Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock (or other securities) of the Company held by Holder, for a such Holder (other than those included in the registration) during the 180-day period of time specified by the representative of the underwriters of Common Stock (or other securities)... of the Company not to exceed 180 days following the effective date of a registration statement the initial public offering (as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation). The foregoing provisions of this Section 9 shall apply only to the initial public offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and greater than one percent (1%) stockholders of the Company filed under enter into similar agreements. The underwriters in connection with the Act (or such longer period initial public offering are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as necessary to permit compliance with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). though they were a party hereto. The Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or underwriters in the managing underwriter(s) which initial public offering that are consistent with the foregoing this Section 9 or which that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to the Holder subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters Holder agrees that any transferee of the Company's stock are intended third party beneficiaries Warrant of the Company held by Holder shall be bound by this Section 8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 9. View More
Market Stand-Off Agreement. Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Holder, for a period of time specified by the representative of the underwriters of Common Stock (or other securities) of the Company not managing underwriter(s) (not to exceed 180 days unless the Company's underwriters request an extension ...of such period in order to comply with the rules of any securities exchange on which the Common Stock is proposed to be listed) following the effective date of a registration statement of the Company filed under the Act (or such longer period as necessary to permit compliance in connection with NASD Rule 2711 or NYSE Member 6. Rule 472 and similar or successor regulatory rules and regulations). the Company's initial public offering. The Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this Section 8 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 6 10. NOTIFICATION OF CERTAIN EVENTS. Prior to the expiration of the Exercise Period or the earlier termination of this Warrant pursuant to Section 7, in the event that the Company shall authorize: (a) the voluntary liquidation, dissolution or winding up of the Company; or (b) any Deemed Liquidation Event; or (c) any dividend or other distribution payable to the holders of the Company's Common Stock, the Company shall send to the Holder of this Warrant at least twenty (20) business days prior written notice of the expected effective date of any such event specified in clauses (a) through (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant. View More
