Market Stand-Off Clause Example with 19 Variations from Business Contracts
This page contains Market Stand-Off 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. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose o...f or transfer or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of this Warrant without the prior written consent of the Company and the Company' s underwriters. Such restriction (the "Market Standoff") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days.View More
Variations of a "Market Stand-Off" Clause from Business Contracts
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Initial Public Offering, the Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sa...le of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Option Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 13. This Section 13 shall not apply to Shares registered in a public offering under the Securities Act, and the Optionee shall be subject to this Section 13 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Annual Stock Option Award Agreement (Substituted Option) Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan Page 5 14. Notices. Any notice or communication required or permitted by any provision of this Option Agreement to be given to the Holder shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to the Holder at the last address that the Company had for the Holder on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Option Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Initial Public Offering, the Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sa...le of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Option Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 11. This Section 11 shall not apply to Shares registered in a public offering under the Securities Act, and the Optionee shall be subject to this Section 11 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Shares owned by SAWH or any affiliate (as such term is defined in the Shareholders Agreement) of SAWH. Senior Management Stock Option Award Agreement (Substituted Option) Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan Page 5 12. Notices. Any notice or communication required or permitted by any provision of this Option Agreement to be given to the Holder shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to the Holder at the last address that the Company had for the Holder on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Option Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Holder agrees that it Initial Public Offering (as defined in this Section 15), the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purc...hase any option or other contract for the sale of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Common Shares acquired in connection with the exercise of under this Warrant Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Common Shares acquired under this Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 15. This Section 15 shall not apply to Common Shares registered in a public offering under the Securities Act, and the Participant shall be subject to this Section 15 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by SAWH or any Affiliate (as such term is defined in the Shareholders Agreement) of SAWH. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Initial Public Offering, the Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sa...le of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Option Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Management Stock Option Award Agreement Strategic Performance Award Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan Page 5 Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 13. This Section 13 shall not apply to Shares registered in a public offering under the Securities Act, and the Optionee shall be subject to this Section 13 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Initial Public Offering, the Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sa...le of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Option Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Senior Management Stock Option Award Agreement Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan Page 4 Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 11. This Section 11 shall not apply to Shares registered in a public offering under the Securities Act, and the Optionee shall be subject to this Section 11 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Shares owned by SAWH or any affiliate (as such term is defined in the Shareholders Agreement) of SAWH. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Holder agrees that it Initial Public Offering (as defined in this Section 17), the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purc...hase any option or other contract for the sale of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Common Shares acquired in connection with the exercise of under this Warrant Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Common Shares acquired under this Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 17. This Section 17 shall not apply to Common Shares registered in a public offering under the Securities Act, and the Participant shall be subject to this Section 17 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by SAWH or any Affiliate (as such term is defined in the Shareholders Agreement) of SAWH. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Holder agrees that it Initial Public Offering (as defined in this Section 12), the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purc...hase any option or other contract for the sale of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Common Shares acquired in connection with the exercise of under this Warrant Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Common Shares acquired under this Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 12. This Section 12 shall not apply to Common Shares registered in a public offering under the Securities Act, and the Participant shall be subject to this Section 12 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by SAWH or any Affiliate (as such term is defined in the Shareholders Agreement) of SAWH. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Initial Public Offering, the Holder agrees that it shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sa...le of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Option Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 13. This Section 13 shall not apply to Shares registered in a public offering under the Securities Act, and the Optionee shall be subject to this Section 13 only if the directors and officers of the Company are subject to similar arrangements. "Initial Public Offering" shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including Act for such period as the Company's initial public offering, Holder agrees that it Company or its underwriters may request (consistent with other members of management of the Company), the Participant shall not not, directly or indirectly indirectly, sell, make any short sale of, loan, hypothecate..., pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant of the Shares acquired in connection with of Restricted Stock granted under this Agreement or any shares resulting the exercise of this Warrant settlement thereof without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days.View More
Market Stand-Off. In connection with any underwritten public offering by the Company (or its successor) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, Holder agrees that it the Recipient or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the s...ale of, or otherwise dispose of or transfer transfer, or agree to engage in any of the foregoing transactions with respect to, any Warrant Shares acquired in connection with the exercise of under this Warrant Agreement without the prior written consent of the Company and the Company' s or its underwriters. Such restriction (the "Market Standoff") Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date of the Company's initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 6. This Section 6 shall not apply to Shares registered in the public offering under the Securities Act, and the Recipient or a Transferee shall be subject to this Section 6 only if the directors and officers of the Company are subject to similar arrangements. View More
