Market Standoff Agreement Clause Example with 5 Variations from Business Contracts
This page contains Market Standoff 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 Standoff Agreement. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the publication or other distribution of research re...ports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock of the Company to the public under the Securities Act (the "IPO"), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock or securities convertible into Common Stock, except for: (i) transfers of Shares permitted under Section 10.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.View More
Variations of a "Market Standoff Agreement" Clause from Business Contracts
Market Standoff Agreement. Optionee The Grantee agrees that, subject to any early release provisions that apply pro rata to stockholders of the Company according to their holdings of Common Stock common stock of the Company (determined on an as-converted into Common Stock common stock basis), Optionee the Grantee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory res...trictions on the publication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock of the Company to the public under the Securities Act (the "IPO"), an IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock or securities convertible into Common Stock, common stock of the Company, except for: (i) transfers of Shares permitted under Section 10.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. IPO or (ii) in the event that the Administrator does not permit share withholding under Section 8 hereof, sales of a number of Shares (rounded up to the nearest whole share) with a Fair Market Value equal to the withholding obligation. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee The Grantee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. 5 13. Rights as a Stockholder. (a) The Grantee shall not have any of the rights of a stockholder with respect to any Shares including any voting rights or any rights to dividends or other distributions, unless and until Shares are issued to the Grantee. Subject to the terms and conditions of this RSU Award Agreement, the Grantee will have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to the Grantee pursuant to Section 3 of this RSU Award Agreement, until such time as the Grantee disposes of the Shares. View More
Market Standoff Agreement. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders shareholders of the Company according to their holdings of Common Stock Ordinary Shares (determined on an as-converted into Common Stock Ordinary Shares basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the pub...lication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with with, and declared effective by, the SEC relating to the initial underwritten sale of Common Stock Ordinary Shares of the Company to the public under the Securities Act or, if such public offering is outside the United States, filed with and declared effective by the relevant regulatory authority (the "IPO"), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock Ordinary Shares or securities convertible into Common Stock, Ordinary Shares, except for: (i) transfers of Shares permitted under Section 10.6 9.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 8 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. View More
Market Standoff Agreement. Optionee The Grantee agrees that, subject to any early release provisions that apply pro rata to stockholders of the Company according to their holdings of Common Stock common stock of the Company (determined on an as-converted into Common Stock common stock basis), Optionee the Grantee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory res...trictions on the publication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock of the Company to the public under the Securities Act (the "IPO"), an IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock or securities convertible into Common Stock, common stock of the Company, except for: (i) transfers of Shares permitted under Section 10.6 15(f) hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 14 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. IPO or (iii) in the event that the Committee does not permit share withholding under Section 8 hereof, sales of a number of Shares (rounded up to the nearest whole share) with a Fair Market Value equal to the withholding obligation. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee The Grantee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. View More
Market Standoff Agreement. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders shareholders of the Company according to their holdings of Common Stock Ordinary Shares (determined on an as-converted into Common Stock Ordinary Shares basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the pub...lication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock Ordinary Shares of the Company to the public under the Securities Act (the "IPO"), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock Ordinary Shares or securities convertible into Common Stock, Ordinary Shares, except for: (i) transfers of Shares permitted under Section 10.6 9.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 8 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with 5 respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. View More
Market Standoff Agreement. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders shareholders of the Company according to their holdings of Common Stock Ordinary Shares (determined on an as-converted into Common Stock Ordinary Shares basis), Optionee will not, for a period of up to one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by the Company or such underwriter(s) to accommodate regulatory restrictions on the pub...lication or other distribution of research reports or earnings releases by the Company, including NASD and NYSE rules) following the effective date of the registration statement filed with the SEC relating to the initial underwritten sale of Common Stock Ordinary Shares of the Company to the public under the Securities Act (the "IPO"), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock Ordinary Shares or securities convertible into Common Stock, Ordinary Shares, except for: (i) transfers of Shares permitted under Section 10.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. View More
