Market Stand-Off Clause Example with 7 Variations from Business Contracts

Market Stand-Off. The Holder of this Warrant hereby agrees that that, during the period commencing on the date of the final prospectus relating to an underwritten public offering of the Company's Common Stock under the Securities Act and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days), such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for will not, without the purchase of, or enter into any hedging or similar tr...ansaction with the same economic effect as a sale, of any common stock (or other securities) prior written consent of the Company or the managing underwriter: (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 Common Stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following immediately before the effective date of the registration statement for such offering; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company's initial public offering filed under the Securities Act (or economic consequences of ownership of such other period as may securities, whether any such transaction described in clause (a) above is to be requested settled by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication delivery of Common Stock or other distribution securities, in cash, or otherwise. The foregoing provisions 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. The obligations described in this section Section 10 shall not apply to a registration relating solely the sale of any shares to employee benefit plans an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder of this Warrant only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company's outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock of the Company) are similarly bound. For purposes of this Section 10, the term "Company" shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely certificates representing the shares subject to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may this Section 10 and to impose stop-transfer stop transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the such 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. The underwriters in connection with such registration are intended third party beneficiaries of this Section 10 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. The Holder of this Warrant further agrees to execute a market stand-off agreement with such agreements as may be reasonably requested by the underwriters in the offering in customary form connection with such registration that are consistent with the provisions of this section. Section 10 or that are necessary to give further effect thereto. View More

Market Stand-Off. 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 it will not, without the purchase of, or enter into any hedging or similar transaction with prior written consent of the same economic effect as a sale, managing underwriter, during the period commencing on the date of any the final prospectus relating to the registration by the Company of shares of its common stock (or or any other securities) equity secur...ities under the Securities Act on a registration statement on Form S-1 in the Company's first underwritten public offering of its common stock under the Securities Act (the "IPO"), and ending on the date specified by the Company held by and the Holder (other than those included in the registration) during the managing underwriter (such period not to exceed one hundred eighty (180) day period following the effective date of the registration statement of the Company's initial public offering filed under the Securities Act (or days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) (1) the publication or other distribution of research reports reports, and (ii) (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The obligations thereto), (i) 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 common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for common stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash, or otherwise. The foregoing provisions of this section Section 10 shall apply only to the IPO, shall not apply to a registration relating solely the sale of any shares to employee an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit plans on Form S-l of the Holder or Form S-8 or similar forms the immediate family of the Holder, provided that may the trustee of the trust agrees to be promulgated bound in writing by 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 certificate with a legend as substantially restrictions set forth in Section 5(e) with respect herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the shares Holder only if all officers, directors and stockholders individually owning more than one percent (1%) of the Company's outstanding common stock (or other securities) (after giving effect to conversion into common stock of all outstanding preferred stock) are subject to the foregoing restriction until same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 10 and shall have the end of such one hundred eighty (180) day (or other) period. The right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute a market stand-off agreement with such agreements as may be reasonably requested by the underwriters in the offering in customary form connection with such registration that are consistent with the provisions of this section. Section 10 or that are necessary to give further effect thereto. View More

Market Stand-Off. 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 will not, without 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) prior written consent of the Company held managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's first underwritten public offering of... its Common Stock under the Securities Act of 1933, as amended (the "IPO"), and ending on the date specified by the Holder (other than those included in Company and the registration) during the managing underwriter (such period not to exceed one hundred eighty (180) day period following days in the effective date case of the registration statement of the Company's initial public offering filed under the Securities Act (or IPO), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) (1) the publication or other distribution of research reports and (ii) (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) 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 Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10 shall apply only to the IPO, 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 Holder or the immediate family of the 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 be applicable to the Holders only if all officers, directors and stockholders individually owning more than two percent (2%) of the Company's outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each 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 10 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. 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 notate each certificate such certificate, instrument or book entry with a legend as substantially 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. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section. View More

Market Stand-Off. 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 unit (or other securities) of the Company Company, or stock of Pubco, held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration... statement of the Company's initial public offering for Pubco's IPO filed under the Securities Act (or such other period than as may be requested by permitted under the Company or an underwriter to accommodate regulatory restrictions on (i) market stand-off agreement referenced in the publication or other distribution last sentence 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. this section. 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 Company, or Pubco, may impose stop-transfer instructions and may stamp notate each certificate such certificate, instrument or book entry with a legend as substantially set forth in Section 5(e) with respect to the shares units of Class A common stock units (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the representatives of the underwriters in the offering in customary form as executed by other stockholders of the Company for such offering consistent with the provisions of this section. section which shall contain customary carve-outs and exceptions for similar transactions. View More

Market Stand-Off. The Holder of this Warrant hereby agrees that such the 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) 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 the a registration statement of th...e Company's initial public offering Company filed under the Securities Act (or such other period as may be requested by Act, provided that all officers and directors of the Company or an underwriter to accommodate regulatory restrictions on (i) and holders of at least one percent (1%) of the publication or other distribution of research reports Company's voting securities are bound by 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. 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 certificate with a legend as substantially set forth in Section 5(e) 17(b) with respect to the shares of common stock (or other securities) securities subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section. View More

Market Stand-Off. 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) immediately prior to the Company's initial public offering during the one hundred eighty (180) day period following the effectiv...e date of the registration statement of for the 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 (ii) analyst recommendations and opinions, including, including , but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. thereto). The obligations described in this section 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. This Section 9 shall apply only to the Company's 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 (l%) stockholders of the Company enter into similar agreements. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially 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. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section. View More

Market Stand-Off. 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 the registration statement of for the Company's i...nitial 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 (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) 2711(0(4) or NYSE Rule 472(f)(4), 472(0(4), or any successor provisions or amendments thereto. thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) 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 S-I 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 certificate with a legend as substantially 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. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions provision of this section. View More