Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Traffic Network, Inc.), Underwriting Agreement (Global Traffic Network, Inc.)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representative (which consent may be withheld at the sole discretion of the UnderwriterRepresentative), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Securities); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occursin writing, such extension. The Company will provide the Underwriter Representative and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(g) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Mgic Investment Corp), Underwriting Agreement (Mgic Investment Corp)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of the UnderwriterBAS, Piper and JPMorgan), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, Stock or publicly announce an the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 2 contracts
Samples: Underwriting Agreement (Ev3 Inc.), Underwriting Agreement (Ev3 Inc.)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the ProspectusProspectus (including the Company’s 2004 Employee Stock Purchase Plan), but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 day period without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in by this clause section 3(m) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 2 contracts
Samples: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS and Xxxxxx (which consent may be withheld at the sole discretion of the UnderwriterBAS and Xxxxxx), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1 under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may (i) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in each of the Disclosure Package and the Prospectus, but only if the holders and (ii) issue shares of such shares, options warrants, awards, or shares issued its Common Stock upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent warrant outstanding as of the Underwriter (which consent may be withheld at the sole discretion date of this Agreement and identified in each of the Underwriter)Disclosure Package and the Prospectus or upon exercise and/or conversion of any other exercisable or convertible security outstanding as of the date of this Agreement and described in each of the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements letters described in Section 6(j5(k) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the The Company will not, without the prior written consent of the Underwriter Lazard Capital Markets LLC (which consent may be withheld at the in its sole discretion discretion) on behalf of the Underwriter)Underwriters, directly or indirectly(i) offer, sellpledge, offer to sell, contract to sell, pledgesell any option or contract to purchase, hypothecatepurchase any option or contract to sell, grant any option option, right or warrant to purchase, lend, or otherwise transfer or otherwise dispose of, grant directly or indirectly, any rights Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 the Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise by the Company or any affiliate of the Company or any person in privity with respect to, the Company or any affiliate of the Company or (iii) file a any registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect a registration statement on Form S-8) relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The restrictions contained in the preceding paragraph shall terminate on (and including) the 90th day after the date of the Prospectus (the “Lock-Up Period”), and not apply to (x) the Shares to be sold hereunder, (y) the issuance of Common Shares or securities convertible into Common Shares pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Pricing Prospectus and described in the Pricing Prospectus so long as none of those shares may be transferred and the Underwriter's Warrant Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares, and (as defined)); provided, however, that z) the Company may issue shares Common Shares issuable upon the conversion of its Common Stock securities or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement warrants outstanding at the date of the Pricing Prospectus and described in the Pricing Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (aA) during the period that begins on the date that is 15 fifteen (15) calendar days plus three (3) business days before the last day of the 180Lock-day restricted period Up Period and ends on the last day of the 180Lock-day restricted periodUp Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (bB) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of the 180Lock-day restricted periodUp Period, then the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the date that is 15 fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice shall promptly notify Lazard Capital Markets LLC of any such announcement earnings release, news or event that gives may give rise to an extension of the 180-initial 90 day restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Insmed Inc), Underwriting Agreement (Corautus Genetics Inc)
Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 90 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, 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 for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Representative, directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Common Shares and the Underwriter's Warrant be sold hereunder, (as defined)); provided, however, that the Company may issue shares of its Common Stock or B) options or other awards to purchase its Common StockStock pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Prospectus, (C) Common Stock upon the exercise of such options described in clause (B), (D) Common Stock upon the exercise of warrants to purchase Common Stock in effect as of the date of this Agreement or warrants, (E) Common Stock required to be issued pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent contractual obligations of the Underwriter (which consent may be withheld at the sole discretion Company in effect as of the Underwriter)date of this Agreement. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 18090-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Samples: Underwriting Agreement (Raptor Pharmaceutical Corp)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof of this Agreement and ending on the 180th 365th day following the date of the Prospectusthereafter, the Company Company: (A) will notnot and will not permit any of its officers and directors, and will use commercially reasonable efforts to not permit any of its stockholders who are subject to the Amended and Restated Stockholders Agreement, dated as of January 12, 2006, as amended, without the prior written consent of the Underwriter Representative (which consent may be withheld at the Representative’s sole discretion of the Underwriterdiscretion), directly or indirectly, sell, offer to sell, offer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act (except as contemplated by the Prospectus) in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Units and any shares of Common Shares and Stock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or acquisition transaction or strategic partnership approved by the Underwriter's Warrant Company’s Board of Directors (as definedthe “Board”)); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase shares of its Common Stock, or shares of Common Stock upon the exercise of options or warrantsoptions, in each case, pursuant to any stock option, stock bonus or other incentive plan stock plan, arrangement or arrangement contractual obligation that has been approved by the Board and ratified by the Company’s stockholders; and (B) will not issue any shares of its Common Stock or grant options to purchase shares of its Common Stock or other stock-based awards pursuant to its 2005 Stock Incentive Plan (other than issuances of Common Stock upon exercise of options outstanding as of September 30, 2007 as described in the Disclosure Package and Prospectus, but only if as the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent case may be withheld at the sole discretion of the Underwriterbe). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted periodIn addition, the Company issues an earnings release will not engage Mirus Capital Advisors, Inc. to provide any financial advisory or material news or a material event relating other services to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-ninety (90) day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after immediately following the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodRegistration Statement is declared effective.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may may:
(1) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options options, warrants or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement similar securities outstanding as of the date hereof and described in the Time of Sale Prospectus or upon the conversion of securities outstanding as of the date hereof;
(2) grant options to purchase shares of its Common Stock pursuant to its benefit plans described in the Time of Sale Prospectus, but only if provided that (i) such options do not vest, in whole or in part, during such 90-day period or (ii) the holders recipients of such grant agrees to be bound by the restrictions described in this Section 3(k); or
(3) offer, sell, contract to sell or issue shares of Common Stock in connection with the acquisition of, or merger with, another company, provided that, in each case described in clauses (1) through (3) above, it shall be a pre-condition to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrants, agree in writing not to sellbe bound by the terms of a lock-up agreement to the same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, offerdonee, dispose transferor or transferee) under Section 16(a) of the Exchange Act shall be required or otherwise shall be voluntarily made in connection with such transfer any such shares, options or warrants during such 180 distribution (other than a filing on a Form 5 made after the expiration of the 90-day period without referred to above. The foregoing restrictions shall not apply to (i) the prior written consent Common Shares being offered and sold pursuant to the terms of this Agreement or (ii) transactions by any person other than the Company relating to shares of Common Stock acquired in open market transactions after the completion of the Underwriter (which consent may be withheld at the sole discretion offering of the Underwriter)Common Shares contemplated by this Agreement. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then ; the restrictions imposed in this clause (j) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The event; provided however, that this sentence shall not apply if the research published or distributed on the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Final Prospectus, the Company will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may (i) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive plan Stock Plan or arrangement described in the ProspectusFinal Prospectus or the Company’s Proxy Statement on Schedule 14A filed with the Commission on March 5, but only if 2004 or with respect to which registration statements on Form S-8 have been filed by the holders Company with the Commission and have been declared effective on or prior to the date of this Agreement; (ii) issue shares of its Common Stock upon conversion of the Notes pursuant to the terms of such sharesNotes; and (iii) file a registration statement under the Securities Act or an amendment to a registration statement under the Securities Act, options warrants, awards, in each case in relation to the Notes or the shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without Common Stock into which the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Notes are convertible. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then ; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The event; provided however, that this sentence shall not apply if the research published or distributed on the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Such Selling Shareholder will not, without the prior written consent of the Underwriter Representative (which consent may be withheld at the in its sole discretion of the Underwriterdiscretion), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares, or securities exchangeable or exercisable for or convertible into shares Common Shares currently or hereafter owned either of Common Stockrecord or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce an the undersigned’s intention to do any of the foregoing (foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus, other than as contemplated by this Agreement with respect expressly provided pursuant to the Common Shares and the Underwriter's Warrant (lock-up agreement attached hereto as defined)); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Exhibit D. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause herein shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or would reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to or the Common Shares Registration Rights Agreement and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares Company’s issuance of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock (A) upon the conversion of the Notes or the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (B) upon the grant or exercise of options issued under, or warrantsthe issuance and sale of shares pursuant to, pursuant to any existing stock option, stock bonus or other incentive stock plan or arrangement described arrangement; or (C) as required by the terms of any earn-out provision contained in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins agreement existing on the date that hereof to which the Company is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, a party. If (i) the Company issues an earnings release or of material news news, or a material event relating to the Company occurs; , during the last 17 days of the lock-up period, or (bii) prior to the expiration of the 180lock-day restricted up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180lock-day restricted up period, then the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide event, unless the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described Representatives waive, in Section 6(j) with prior notice of any writing, such announcement that gives rise to an extension of the 180-day restricted periodextension.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 60 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, 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 for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to (A) the Common Offered Shares and the Underwriter's Warrant Warrants to be sold hereunder, (as defined)); provided, however, that the Company may issue shares of its Common Stock or B) options or other awards to purchase its Common StockStock pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Prospectus, (C) Common Stock upon the exercise of such options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in clause (B), and (D) Common Stock upon the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Warrants. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 18060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day restricted period, then the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter KCM (which consent may be withheld at the sole discretion of the UnderwriterKCM), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-l(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its (i) grant Common Stock Share awards or grant options or other awards to purchase its Common Stock, or Shares and issue Common Stock Shares upon the exercise of options or warrantsoptions, in both cases, pursuant to any stock option, stock bonus or other incentive plan or arrangement the Equity Compensation Plan described in the Prospectus, but only if provided, that all of the holders of such shares, options warrants, Common Share awards, options, or shares Common Shares issued upon the exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants Common Shares during such 180 90 day period without the prior written consent of the Underwriter KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news Company’s or a material event relating Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (iv) file a registration statement on Form S-8 under the Securities Act with respect to the Company occurs; or (b) prior registration of Common Shares to be issued under the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements Equity Compensation Plan described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (First Potomac Realty Trust)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will notnot (i) offer, pledge, announce the intention to sell, 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 for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter Representatives, other than (which consent may A) the Securities to be withheld at the sole discretion of the Underwriter)sold hereunder, directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, (B) any shares of Common Stock, options or warrants to acquire shares Stock of the Common Stock or Company issued upon (x) conversion of convertible debt securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Company outstanding on the date hereof or (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon y) the exercise of options or warrants, granted under existing employee stock option plans and (C) options for the purchase of shares of Common Stock issued pursuant to any existing stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)based compensation plans. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 18090-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(i) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Old Republic International Corp)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus bonus, stock purchase or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options during the period that is 30 days from the date of this Agreement (or warrants during such 180 day period 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding ; provided, however, that stock options issued pursuant to one of the foregoing, if (a) foregoing plans and which are issued during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results Restricted Period but are not exercisable during the 16-day period beginning on the last day of the 180-day restricted periodRestricted Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual not be subject to the 180-day restricted period pursuant to the lock-up agreements described in this Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period3(m).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company Issuer will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or that are convertible into shares of or exchangeable for Common Stock, or publicly announce an intention to do any of the foregoing Shares (other than the issuance of awards pursuant to employee benefit plans outstanding as contemplated by this Agreement of the date hereof and issuances of Common Shares upon exercise of any such awards); provided that the foregoing shall not prohibit the Issuer from (i) filing a “universal” shelf registration statement on Form S-3 after the 30th day following the date of the Prospectus with respect to the Common Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may issue shares registration of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such common shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such preferred shares, options or warrants during such 180 day period without the prior written consent debt securities and other securities of the Underwriter Issuer and one or more subsidiaries and (which consent may be withheld at the sole discretion ii) complying with any registration rights outstanding as of the Underwriter)date hereof. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company Issuer issues an earnings release or material news or a material event relating to the Company Issuer occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company Issuer will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(h) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options options, warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 180-day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension would be compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives ), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a- 1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares Debentures and the Underwriter's Warrant (as defined)); underwriting agreement, dated June 4, 2009 between the Company and the underwriters named therein relating to the offering of Offered Shares) provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(h) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on From and after the date hereof and ending continuing through the close of trading on the 180th day date 180 days following the date of the Prospectus, the Company and the Parent will not, without the prior written consent of the Underwriter NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of the UnderwriterNationsBanc Montxxxxxx Xxxurities, Inc.), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, Stock currently or publicly announce an intention to do any hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the foregoing Exchange Act) (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, option or stock bonus or other incentive plan or arrangement purchase plan described in the Prospectus, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 day period without the prior written consent of the Underwriter NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding NationsBanc Montxxxxxx Xxxurities, Inc.) and provided that the foregoingParent may pledge shares of Common Stock as collateral for corporate borrowings provided that NationsBanc Montxxxxxx Xxxurities, if (aInc. is given notice of such pledge and the lender agrees to be bound by the restrictions contained in this Section 3(j) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to same extent as the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodParent.
Appears in 1 contract
Samples: Underwriting Agreement (Spectra Physics Lasers Inc)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter NMSI (which consent may be withheld at the sole discretion of the UnderwriterNMSI), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue (1) shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, (2) shares of its Common Stock pursuant to the exercise of the warrants described in the Prospectus or (3) shares of its Common Stock pursuant to the conversion of the Convertible Debentures described in the Prospectus[, but only if the holders of such shares, options warrantsoptions, awards, or shares issued upon exercise of such options or warrants, warrants or shares issued upon conversion of Convertible Debentures agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90-day period without the prior written consent of the Underwriter NMSI (which consent may be withheld at the sole discretion of the UnderwriterNMSI). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period].
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of the Underwriter BAS and Xxxxxx Brothers (which consent may be withheld at the in their sole discretion of the Underwriterdiscretion), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common StockStock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce an such Selling Stockholder's intention to do any of the foregoing (other than as contemplated by this Agreement with respect to foregoing, for a period commencing on the Common Shares date hereof and continuing through the Underwriter's Warrant (as defined)); provided, however, that close of trading on the Company may issue shares date 90 days after the date of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common StockStock (other than with respect to the exercise of options outstanding prior to the date hereof), options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Debentures); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or shares of its Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the ProspectusDisclosure Package or the Final Offering Memorandum, but only if provided, however, that to the holders of extent such shares, options warrants, awards, or shares issued upon exercise of such options are issued to a director or warrantsexecutive officer of the Company, agree such director or executive officer agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90 day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements letters described in Section 6(j5(h) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS and Citigroup (which consent may be withheld at the sole discretion of the UnderwriterBAS and Citigroup), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares or pursuant to the registration statement on Form S-11 (File No. 333-116408), including amendments thereto, covering the resale of up to 37,404,862 shares of the Company's Common Stock issued in connection with private offerings of its Common Stock completed in December 2003 and the Underwriter's Warrant (as defined)January 2004); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 day period without the prior written consent of the Underwriter BAS and Citigroup (which consent may be withheld at the sole discretion of the UnderwriterBAS and Citigroup). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 180 days following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of the UnderwriterNationsBanc Xxxxxxxxxx), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or shares of Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the ProspectusProspectus and may issue shares of Common Stock in connection with the acquisition of additional companies in the energy and indoor environmental systems and services industry, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 180-day period without the prior written consent of the Underwriter Company and provided, further, the Company will not give its consent to any such sale, offer or disposition during such 180-day period without the prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of the UnderwriterNationsBanc Xxxxxxxxxx). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position position" or liquidate or decrease a "call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that which is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may file a registration statement on Form S-8 covering the equity incentive plans described in the Prospectus and may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 180-day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j6(i) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representative (which consent may be withheld at the sole discretion of the UnderwriterRepresentative), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result infile any registration statement under the Securities Act, the effective economic disposition other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock Shares, restricted share units or options or other awards to purchase its Common StockShares, or Common Stock Shares upon the exercise of options or warrantsvesting of restricted share units, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options option or warrants restricted share unit issued by the Company does not vest during such 180 the 90-day period without (other than accelerated vesting in accordance with the prior written consent terms of forms of award agreement filed as an exhibit to the Underwriter (which consent may be withheld at Company’s Annual Report on Form 10-K for the sole discretion of the Underwriteryear ended December 31, 2006). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in by this clause section 3(A)(m) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding the foregoingIn addition, if (a) during the period that begins commencing on the date that is 15 calendar days plus three business days before hereof and ending on the last 180th day following the date of the 180-day restricted period and ends on the last day of the 180-day restricted periodProspectus, the Company issues an earnings release shall not consent or material news or a material event relating agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the Company occurs; amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (b) prior other than as contemplated by this Agreement with respect to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodCommon Shares).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may (x) issue shares of its Common Stock upon the exercise of warrants by certain Selling Stockholders as described in the Prospectus and (y) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the ProspectusProspectus (including the Company’s 2005 Employee Stock Purchase Plan), but only if the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90-day period without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in by this clause Section 3(A)(l) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result infile any registration statement under the Securities Act, the effective economic disposition other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock Shares or options or other awards to purchase its Common StockShares, or Common Stock Shares upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants option issued by the Company does not vest during such 180 the 180-day period without (other than accelerated vesting in accordance with the prior written consent terms of forms of award agreement filed as an exhibit to the Underwriter (which consent may be withheld at the sole discretion of the UnderwriterRegistration Statement). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in by this clause section 3(A)(o) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the a period commencing on the date hereof and ending on the 180th day following of three hundred sixty (360) days from the date of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Representatives, directly or indirectly, sell(i) offer, offer to pledge, sell, contract to sell, pledgesell any option or contract to purchase, hypothecatepurchase any option or contract to sell, grant any option option, right or warrant to purchase, purchase or otherwise transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares share of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock or convertible into shares of Common Stock, or publicly announce an intention file any registration statement under the Securities Act with respect to do any of the foregoing or (ii) enter into any swap or any other than as contemplated by this Agreement with respect to agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares and the Underwriter's Warrant Stock, whether any such swap or transaction described in clauses (as defined))i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (aA) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180Initial Lock-day restricted period and ends on the last day of the 180-day restricted periodup Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs; occurs or (bB) prior to the expiration of the 180Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Initial Lock-day restricted periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which the issuance of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless the Representatives waive in writing such extension; provided, further, however, that in no event occursshall any such extension be beyond the 32nd day following the expiration of the Initial Lock-up Period (the Initial Lock-up Period, as extended, the “Lock-up Period”). The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus or (iii) any options to purchase Common Stock granted pursuant to existing stock option or incentive plans of the Company referred to in the Prospectus. The Company will provide has obtained the Underwriter agreement: (i) of each officer named in the Prospectus, each director continuing in office and each individual member of the Company’s advisory board, on such officer’s, director’s or advisory board member’s own behalf, not to engage in any of the transactions set forth in the preceding sentence during the Lock-Up Period; (ii) of MxXxxxxx not to engage in any of the transactions set forth in the preceding sentence during the Lock-up Period; provided, however, that MxXxxxxx may sell in each of the three-month periods following the expiration of the 180th day after the date of the Prospectus not greater than (A) two percent of the aggregate amount of shares of Common Stock outstanding or (B) twice the average weekly reported trading volume of the Company’s Common Stock on the Nasdaq National Market during the four calendar weeks preceding any sale; (iii) of each director not continuing in office not to engage in any of the transactions set forth in the preceding sentence during a period of one hundred eighty (180) days from the date of the Prospectus, subject to extension in the 180-day restricted period manner described in the preceding sentence. The Company agrees not to waive any agreement obtained pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodthis subsection (j).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be otherwise dispose of or transfer, or announce the subject offering of, or file any registration statement (provided, however, the Company may file a Form S-8 registration statement under the Securities Act to register shares of Common Stock issuable under any hedgingstock option, short sale, derivative stock bonus or other transaction that is designed to, stock plan or reasonably expected to lead to, or result in, arrangement described in the effective economic disposition Prospectus) under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if (a) the shares of Common Stock are to be issued upon exercise of stock options that are exempt from the lock-up provisions pursuant to Section 5(m), (b) the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 180-day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), or (c) any such options granted do not vest during such 180-day period. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; release, or (by) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release release; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension would be compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position position” or liquidate or decrease a “call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of or transfer (or enter into any hedging, short sale, derivative or other transaction that is designed to, or might reasonably be expected to lead to, result in the disposition of), or result inannounce the offering of, or file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Notes); provided, however, that these restrictions shall not apply to any action or transaction under any employee benefit plan of the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon existing and as in effect on the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)date hereof. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter Representatives and any co-managers and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(h) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares and Offered Shares) or publicly announce the Underwriter's Warrant (as defined))Company’s intention to do any of the foregoing; provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options options, warrants or warrantsconvertible securities, pursuant to any stock option, stock bonus or other incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, options warrants, or other awards, or shares issued upon exercise of such options options, warrants or warrants, convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period Lock-up Period without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180Lock-day restricted period up Period and ends on the last day of the 180Lock-day restricted periodup Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day restricted periodup Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Underwriter Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j3(B)(a) with prior notice of any such announcement that gives rise to an extension of the 180Lock-Up Period or such180-day restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the sole discretion of the UnderwriterXxxxxx Xxxxxx Partners LLC), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or shares of Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of any such issued shares, options warrantsor any options, awards, or shares issued upon exercise of which are exercisable during such options or warrants90 day period, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90 day period without the prior written consent of the Underwriter Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the sole discretion of the UnderwriterXxxxxx Xxxxxx Partners LLC). Notwithstanding the foregoingFurther, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last such 90 day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating shall not accelerate the vesting of options to purchase shares of its Common Stock without the Company occurs; or prior written consent of Xxxxxx Xxxxxx Partners LLC (b) prior to which consent may be withheld at the expiration sole discretion of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodXxxxxx Xxxxxx Partners LLC).
Appears in 1 contract
Samples: Underwriting Agreement (Cache Inc)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the executive officers and directors that are holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrantsoptions, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90 day period without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then ; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The event; provided however, that this sentence shall not apply if the research published or distributed on the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension is compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS and Wachovia Capital Markets, LLC (which consent may be withheld at the their sole discretion of the Underwriterdiscretion), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 60 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, 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 for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Representative, directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Common Shares and the Underwriter's Warrant be sold hereunder, (as defined)); provided, however, that the Company may issue shares of its Common Stock or B) options or other awards to purchase its Common StockStock pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Prospectus, or (C) Common Stock upon the exercise of such options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter clause (which consent may be withheld at the sole discretion of the UnderwriterB). Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 18060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day restricted period, then the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occursevent. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements lockup letters described in Section 6(j5(l) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During a period of ninety (90) days from the period commencing date set forth on the date hereof and ending on the 180th day following the date cover page of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)Representative, directly or indirectly: (i) offer, sell, offer to sell, contract to sell, pledge, hypothecatesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, purchase or otherwise transfer or otherwise dispose of, grant of any rights share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect toto any of the foregoing; or (ii) enter into any swap, hedge or file any other arrangement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (A) grants of employee or director stock options or issuances of restricted Common Stock pursuant to the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Stock pursuant to the exercise of employee or director stock options outstanding on the date hereof or (C) the filing of a registration statement with on Form S-8 under the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of Securities Act registering the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention issuable pursuant to do any of the foregoing clauses (other than as contemplated by this Agreement with respect to the Common Shares A) and the Underwriter's Warrant (as defined))B) above; provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 180Initial Lock-day restricted period and ends on the last day of the 180-day restricted periodup Period, the Company issues an releases earnings release results or publicly announces material news or a material event relating to the Company occurs; or (b2) prior to the expiration of the 180Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Initial Lock-day restricted periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which the issuance of release of the earnings release results or the public announcement of the other material news or material event occursevent, as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company will provide has obtained agreements substantially in the Underwriter and form of Exhibit C hereto from each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodpersons listed on Exhibit D hereto.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the The Company will notnot offer, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly sell or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant of or enter into any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that which is designed to, or reasonably could be expected to lead to, result in the disposition (whether by actual disposition or result in, the effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any shares of other Common Stock, options Shares or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stockinto, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the exchangeable for, Common Shares and the Underwriter's Warrant (as defined))Shares; provided, however, that the Company may (i) issue shares of its and sell Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, Shares pursuant to any director or employee stock option, stock bonus or other incentive option plan or arrangement stock ownership plan of the Company in effect at the date of the Prospectus and described in the Prospectus, but only if (ii) issue Common Shares issuable upon the holders conversion of such shares, options warrants, awards, securities or shares issued upon the exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without outstanding at the prior written consent date of the Underwriter Prospectus and described in the Prospectus; and (which consent may be withheld iii) issue and sell Common Shares pursuant to the Company’s dividend reinvestment and stock purchase plan in effect at the sole discretion date of the UnderwriterProspectus and as described in the Company’s registration statement on Form S-3 (File No. 333-114742) as filed with the Commission on April 22, 2004, as amended by Post-Effective Amendment No. 1 to such registration statement on Form S-3 as filed with the Commission on May 3, 2004 (including any subsequent Company registration statement on Form S-3 which is filed by the Company and which relates to the Company’s dividend reinvestment and stock purchase plan in effect at the date of the Prospectus, the “DRIP”). Notwithstanding the foregoing; provided, if (a) however, that during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day date of this Agreement and ending on the 180Company Lock-day restricted periodUp Termination Date (as defined immediately below), then the restrictions imposed Company shall not grant any request for a waiver relating to optional cash payments under the DRIP in this clause shall continue excess of Ten Thousand Dollars ($10,000) (each, a “Waiver Request”) if as a result of such grant (i) the aggregate proceeds to apply until the expiration Company from all sales of Common Shares during the period beginning on the date that is 15 calendar days plus three business days of this Agreement and ending on the thirtieth (30th) day after the date on which of this Agreement pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) or (ii) the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject aggregate proceeds to the 180-Company from all sales of Common Shares during the period beginning on the thirty first (31st) day restricted period after the date of this Agreement and ending on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) These restrictions shall terminate at the lockclose of trading on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange (the “Company Lock-up agreements described Up Termination Date”) (unless waived earlier by JMP Securities LLC, in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodits sole discretion).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly, sell, offer to selloffer, contract to sell, pledge, hypothecate, or grant any option to purchasesell (including without limitation any short sale), transfer or otherwise dispose ofpledge, grant any rights with respect totransfer, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common StockStock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce an such Selling Stockholder’s intention to do any of the foregoing (other than as contemplated by this Agreement with respect to foregoing, for a period commencing on the Common Shares date hereof and continuing through the Underwriter's Warrant (as defined)); provided, however, that close of trading on the Company may issue shares date 90 days after the date of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, pursuant to any stock option, stock bonus or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter BAS and X.X. Xxxxxx (which consent may be withheld at the sole discretion of the Underwritereither BAS or X.X. Xxxxxx), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or (i) Common Stock upon the exercise of options or warrantswarrants outstanding prior to the date of this Agreement or (ii) shares of its Common Stock or options to purchase its Common Stock, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, shares or options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options or warrants during such 180 90-day period without the prior written consent of the Underwriter BAS and X.X. Xxxxxx (which consent may be withheld at the sole discretion of either BAS or X.X. Xxxxxx) or such options are not exercisable prior to the Underwriter)expiration of such 90-day period. Notwithstanding the foregoing, if (ax) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18090-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (by) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension would be compliant under Rule 139 of the 180-day restricted periodSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the a period commencing on the date hereof and ending on the 180th day following of 60 days from the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of the Underwriter Xxxxxxx Xxxxx, (which consent may be withheld at the sole discretion of the Underwriter), i) directly or indirectly, selloffer, offer to pledge, sell, contract to sell, pledgesell any option or contract to purchase, hypothecatepurchase any option or contract to sell, grant any option option, right or warrant to purchase, purchase or otherwise transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or be the subject of any hedging, short sale, derivative or other transaction that is designed to, or reasonably expected to lead to, or result in, the effective economic disposition of, any shares of Common Stock, options Stock or warrants to acquire shares of the any securities convertible into or exercisable or exchangeable for Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention file any registration statement under the Securities Act with respect to do any of the foregoing or (ii) enter into any swap or any other than as contemplated by this Agreement with respect to agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares and the Underwriter's Warrant Stock, whether any such swap or transaction described in clause (as defined)); provided, however, that the Company may issue shares i) or (ii) above is to be settled by delivery of its Common Stock or options such other securities, in cash or other awards otherwise. The foregoing sentence shall not apply to purchase its Common Stock(A) the Securities to be sold hereunder, or (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Pricing Disclosure Package and the Final Offering Memorandum, (C) any shares of Common Stock or restricted stock units issued or options or warrantsto purchase Common Stock granted pursuant to employee benefit plans of the Company approved by the Board of Directors of the Company, (D) any shares of Common Stock issued pursuant to any non-employee director stock optionplan or dividend reinvestment plan referred to in the Pricing Disclosure Package and the Final Offering Memorandum, stock bonus or (E) any shares of Common Stock issued in mergers, acquisitions or other incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter)business combinations. Notwithstanding the foregoing, if (a1) during the period that begins on the date that is 15 calendar last 17 days plus three business days before the last day of the 18060-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (b2) prior to the expiration of the 18060-day restricted period, the Company announces that it will issue an earnings release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 18060-day restricted period, then the restrictions imposed in this clause (i) shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after 18-day period beginning on the date on which of the issuance of the earnings release or the occurrence of the material news or material event occursevent, unless Xxxxxxx Xxxxx waives, in writing, such extension. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension one or more of the 180-day restricted periodforegoing covenants or extend the time for their performance.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open "put equivalent position or liquidate or decrease a call equivalent position position" within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus bonus, stock purchase or other incentive stock plan or arrangement described in the Prospectus, but only if the Company does not permit the holders of such shares, options warrants, awardsoptions, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, shares or options during the period that is 30 days from the date of this Agreement (or warrants during such 180 day period 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of the Underwriter BAS (which consent may be withheld at the sole discretion of the UnderwriterBAS). Notwithstanding ; provided, however, that stock options issued pursuant to one of the foregoing, if (a) foregoing plans and which are issued during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results Restricted Period but are not exercisable during the 16-day period beginning on the last day of the 180-day restricted periodRestricted Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual not be subject to the 180-day restricted period pursuant to the lock-up agreements described in this Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period3(m).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter Banc of America Securities LLC and Deutsche Bank Securities Inc. (which consent may be withheld at the their sole discretion of the Underwriterdiscretion), directly or indirectly, sell, offer to selloffer, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish or increase a an open “put equivalent position or liquidate or decrease a call equivalent position position” within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act, or be the subject otherwise dispose of any hedging, short sale, derivative or other transaction that is designed totransfer, or reasonably expected to lead toannounce the offering of, or result in, file any registration statement under the effective economic disposition Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or publicly announce an intention to do any of the foregoing Stock (other than as contemplated by this Agreement with respect to the Common Shares and the Underwriter's Warrant (as defined)Shares); provided, however, that the Company may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrantsoptions, pursuant to any stock option, stock bonus or other incentive stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer . If any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion Representatives have recently initiated coverage of the Underwriter). Notwithstanding the foregoing, if (a) during the period that begins on Company or initiate coverage after the date that is 15 calendar days plus three business days before hereof, the last day of the 18090-day restricted period and ends on described above is subject to extension such that, in the event that either (1) during the last day 17 days of the 18090-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (b2) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, then the “lock-up” restrictions imposed in this clause shall described above will continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date 18-day period beginning on which the issuance of the earnings release or the occurrence of the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted periodevent.
Appears in 1 contract
