Market Stand-Off Agreement Clause Example with 4 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. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of a registration statement of the Company filed und...er the Securities Act (or such other period as may be requested by the Company or an underwriter 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), provided that: (i) such agreement shall apply only to the Company's Initial Public Offering and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the legend set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period.View More
Variations of a "Market Stand-Off Agreement" Clause from Business Contracts
Market Stand-Off Agreement. The Holder holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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, of any common stock Common Stock (or other securities) of the Company held by the Holder such holder (other than those included in the registration) during the one hundred and eighty (180) (l80) day period following the effective date of a the r...egistration statement of for the Company Company's initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and reports, (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), provided that: (i) such agreement shall apply only to thereto) or (iii) rules or restrictions of any exchange on which the Company's Initial Public Offering and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. listed. The Company may impose stop-transfer instructions and may stamp each such certificate with the appropriate legend set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. View More
Market Stand-Off Agreement. The Holder If requested by the underwriters of this Warrant hereby agrees that such Holder the Company, each party shall not sell or otherwise 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, of any common stock Common Stock (or other securities) of the Company held by such party immediately prior to the Holder effective date of the registration statement for such offering (other than... those included in the registration) during the one hundred eighty (180) day period from the filing of the registration statement for the Company's Initial Public Offering filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of a the registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter 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), provided that: (i) such agreement shall apply only to the Company's Initial Public Offering and (ii) that (A) all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities are bound by and have entered into similar agreements. agreements and (B) any discretionary waiver or termination of the restrictions of such agreements by the Company or representatives of the underwriters shall apply to the holders of registrable securities, pro rata, based on the number of shares held. The obligations described in this section Section 7.9) shall not apply to a registration relating solely to employee benefit plans on Form S-l S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp notate each such certificate certificate, instrument or book entry with the an appropriate legend set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each party agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 7.9. View More
Market Stand-Off Agreement. The Each Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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, of any common stock (or other securities) of the Company held by the such Holder (other than those included in the registration or those purchased in the public market following the effective date of the registration) during the one hundred eighty... (180) 180 day period following the effective date of a the registration statement for the Company's first firm commitment underwritten public offering of the Company filed its common stock registered under the Securities Act (or such other period period, not to exceed an additional 34 days, as may be requested by the Company or an underwriter 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), thereto); provided that: (i) such agreement shall apply only to the Company's Initial Public Offering and (ii) that all officers and directors of the Company and all holders of at least one ten percent (1%) (10%) of the Company's voting securities are bound by and have entered into similar agreements. The obligations described in this section Section 10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the legend set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) 180 day period (or other) period. other period, not exceed a total of 214 days). Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 10. View More
Market Stand-Off Agreement. The Holder holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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, of any common stock Common Stock (or other securities) of the Company held by the Holder such holder (other than those included in the registration) during the one hundred and eighty (180) day period following the effective date of a the registr...ation statement of for the Company Company's initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports 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), provided that: (i) such agreement shall apply only to the Company's Initial Public Offering and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities are bound by and have entered into similar agreements. thereto). The obligations described in this section Section 10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in 4 the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the appropriate legend set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. View More
