Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Helius Medical Technologies, Inc.), Underwriting Agreement (Helius Medical Technologies, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and or including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; or (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares Common Stock, Senior Common Stock or Preferred Stock or options to purchase Shares Common Stock, Senior Common Stock or restricted stock units or similar equity securitiesPreferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares , but only if the holders of such Common Stock, Senior Common Stock or Preferred Stock or options agree in connection writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any bona fide joint venturesuch Common Stock, commercial Senior Common Stock or collaborative relationship; provided, however, that in Preferred Stock or options during the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement up Period without the prior written consent of Xxxxxx (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, foregoing “Related Securities” shall mean any options or warrants or other rights to acquire Shares Common Stock or any securities exchangeable or exercisable for or convertible into SharesCommon Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesCommon Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Xxxxxx waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that the restrictions described in (i) and (ii) immediately above shall not apply if within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (GLADSTONE LAND Corp), Underwriting Agreement (GLADSTONE LAND Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and or including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; or (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares Common Stock, Senior Common Stock or Preferred Stock or options to purchase Shares Common Stock, Senior Common Stock or restricted stock units or similar equity securitiesPreferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares , but only if the holders of such Common Stock, Senior Common Stock or Preferred Stock or options agree in connection writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any bona fide joint venturesuch Common Stock, commercial Senior Common Stock or collaborative relationship; provided, however, that in Preferred Stock or options during the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement up Period without the prior written consent of Xxxxxx (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, foregoing “Related Securities” shall mean any options or warrants or other rights to acquire Shares Common Stock or any securities exchangeable or exercisable for or convertible into SharesCommon Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesCommon Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Xxxxxx waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that the restrictions described in (i) and (ii) immediately above shall not apply if within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (GLADSTONE LAND Corp), Underwriting Agreement (GLADSTONE LAND Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its the sole discretiondiscretion of the Representatives), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans, including any proposed amendments thereto, described in the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided. The foregoing shall not apply to (a) the Shares to be sold in this offering, however, that the Company may (Ab) effect the transactions contemplated hereby; (B) issue issuances of Shares or options Related Securities pursuant to purchase Shares the conversion or restricted stock units exchange of convertible or similar equity securities, exchangeable securities or issue Shares upon the exercise of warrants or options outstanding as of the date hereof and described in the Prospectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock units or similar equity securities, other incentive compensation pursuant to the terms of any stock optionemployee benefit or compensation plan, stock bonus or other stock plan or arrangement including any proposed amendments thereto, described in the Registration StatementProspectus, or issuances of Shares or Related Securities pursuant to the Time exercise of Sale Prospectus and such options or the Prospectus; vesting of restricted stock or (Cd) file the issuance by the Company of Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-8S-4 or other appropriate form with respect thereto); and (D) issue Shares in connection with any bona fide joint ventureprovided that, commercial or collaborative relationship; provided, however, that in the case of clause (Dd), (x) recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit C hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to one or more stock option, restricted stock units or similar equity securitiesunit, pursuant to any restricted stock option, stock bonus agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; the date hereof, and (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with Jefferies not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Company Lock-up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Piper (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Piper (which consent may be withheld in its sole discretion), (C) file a any registration statement on Form S-8; S-8 or a successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plan referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue Shares shares of common stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any bona fide joint ventureacquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, commercial or collaborative relationship; provided, however, provided that in (x) the case aggregate number of shares issued pursuant to this clause (D), (x) such Shares shall not in the aggregate exceed five percent (5% %) of the Company’s total number of outstanding shares of common stock on a fully-diluted basis after giving effect to immediately following the issuance and sale of the Offered Securities contemplated by this Agreement pursuant hereto (but excluding the Warrant Shares) and (y) the recipients thereof provide recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the Representatives a signed Lock60-Up Agreement day restricted period described above shall enter into an agreement substantially in substantially the form of Exhibit A hereto. B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , and (C) file a registration statement on Form S-8; and (D) sell or issue Shares securities in connection with any bona fide an acquisition, a merger, a consolidation or sale or purchase of assets or in connection with a strategic alliance, investment, loan agreement, partnership, licensing or other joint venture, commercial venture or collaborative relationshipstrategic transaction; provided, however, that the aggregate number of Shares or other securities issued pursuant to this clause (C) shall not exceed 5.0% of the total number of Shares then outstanding (determined, in the case of clause (Dany such other securities, based on the maximum number of Shares issuable upon conversion, exercise or exchange of such other securities, whether or not such other securities are then convertible into or exercisable or exchangeable for Shares), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Immunic, Inc.), Underwriting Agreement (Immunic, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of options, restricted stock units options or similar equity securitiesother Related Securities, pursuant to any one or more stock option, stock bonus or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; the date hereof, and (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with Jefferies not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. Notwithstanding the foregoing, such Lock-up Period extension shall not apply if (i) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension).
Appears in 2 contracts
Samples: Underwriting Agreement (Cytrx Corp), Underwriting Agreement (Cytrx Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its the sole discretiondiscretion of the Representatives), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans, including any proposed amendments thereto, described in the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided. The foregoing shall not apply to (a) the Shares to be sold in this offering, however, that the Company may (Ab) effect the transactions contemplated hereby; (B) issue issuances of Shares or options Related Securities pursuant to purchase Shares the conversion or restricted stock units exchange of convertible or similar equity securities, exchangeable securities or issue Shares upon the exercise of warrants or options outstanding as of the date hereof and described in the Prospectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock units or similar equity securities, other incentive compensation pursuant to the terms of any stock optionemployee benefit or compensation plan, stock bonus or other stock plan or arrangement including any proposed amendments thereto, described in the Registration StatementProspectus, or issuances of Shares or Related Securities pursuant to the Time exercise of Sale Prospectus and such options or the Prospectus; vesting of restricted stock or (Cd) file the issuance by the Company of Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-8S-4 or other appropriate form with respect thereto); and (D) issue Shares in connection with any bona fide joint ventureprovided that, commercial or collaborative relationship; provided, however, that in the case of clause (Dd), (x) recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit E hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in the sole discretion of the Representatives); provided, however, that such extension shall not apply if (i) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than a registration statement on Form S-8 or as otherwise contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) offer, issue and sell Shares or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Shares upon exercise exercise, conversion or vesting of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) file a registration statement on Form S-8; offer, issue and (D) issue sell Shares or Related Securities in connection with any bona fide acquisition or strategic investment (including any joint venture, commercial strategic alliance or collaborative relationship; provided, however, that in the case of clause partnership) as long as (D), (x1) such Shares shall not in the aggregate number of Shares issued or issuable does not exceed 5% of the Company’s outstanding number of shares of common stock on a fully-diluted basis Shares outstanding immediately after giving effect to the issuance and sale of the Offered Securities contemplated by this Agreement Shares and (y2) each recipient of any such Shares or Related Securities agrees to restrictions on the recipients thereof provide to resale of securities that are consistent with the Representatives a signed Lock-Up Agreement in substantially up Agreements for the form remainder of Exhibit A heretothe Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Ocular Therapeutix, Inc), Underwriting Agreement (Ocular Therapeutix, Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue or sell Shares in connection with any or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, commercial a marketing or collaborative relationshipdistribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 510% of the Company’s outstanding shares of common stock on a fully-diluted basis Shares after giving effect to the sale of the Offered Securities Shares contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Aptose Biosciences Inc.), Underwriting Agreement (Aptose Biosciences Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may (A) effect the transactions contemplated hereby; (B) file a registration statement on Form S-8 and issue Shares shares of its Common Stock or options to purchase Shares or restricted its Common Stock, other stock units or similar equity securitiesawards, or issue Shares Common Stock upon exercise of options, restricted options or other stock units or similar equity securitiesawards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementDisclosure Package and Prospectus, (ii) the Time of Sale Prospectus and the Prospectus; (C) Company may file a registration statement on Form S-8; S-8 and (D) issue Shares in connection with shares of its Common Stock or options to purchase its Common Stock, other stock awards, or Common Stock upon exercise of options or other stock awards, pursuant to any bona fide joint venturestock option, commercial stock bonus or collaborative relationship; provided, however, that other stock plan or arrangement not described in the case Disclosure Package and Prospectus, so long as the aggregate amount of such issuances pursuant to this clause (D), ii) does not exceed three percent (x3.0 %) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding capital stock measured as of the Closing Date, including the Shares to be issued and sold hereunder, and (iii) the Company may issue shares of common Common Stock or securities exercisable for shares of Common Stock in connection with a strategic partnership, licensing, joint venture, collaboration, lending or other similar arrangements, or in connection with the acquisition or license by the Company of any business, products or technologies, so long as the aggregate amount of such issuances pursuant to this clause (iii) does not exceed ten percent (10.0 %) of the Company’s outstanding capital stock on measured as of the Closing Date, including the Shares to be issued and sold hereunder, provided, further, that in each of clause (ii) and (iii), such shares of Common Stock, options, other stock awards or securities exercisable for shares of Common Stock shall not be re-sellable during the Lock-up Period (including any extension thereof). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a fully-diluted basis after giving effect material event relating to the sale of the Offered Securities contemplated by this Agreement and Company occurs, or (y) the recipients thereof provide prior to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes expiration of the foregoing90-day restricted period, “Related Securities” the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall mean continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any options or warrants or other rights such announcement that gives rise to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any Shares or Related Securities, or in any other way transfer or dispose of any Shares or Related Securities; (viv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (viv) announce the offering of any Shares or Related Securities; (viivi) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (vii) effect a revise stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares, or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of warrants or options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or pursuant to plans approved by the Company’s stockholders subsequent to the date of the Prospectus; , (C) file a any registration statement statements on Form S-8; and S-8 with respect to any stock option, stock bonus or other stock plan or arrangement of the Company, (D) issue Shares upon the exercise of any warrants outstanding on the date hereof, (E) issue Shares in full or partial satisfaction of milestone obligations due to third parties; and (F) issue, in connection with any bona fide mergers or acquisitions of businesses, entities, property or other assets, joint ventureventures, licenses, commercial relationships or collaborative relationship; providedstrategic alliances, however, that of Shares (the shares referred to in the case of clause (D)F) and so issued, (xthe “Carveout Shares”) such Shares shall not exceeding in the aggregate exceed that number of shares equal to five percent (5% %) of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale Shares, determined as of the Offered Securities contemplated by this Agreement First Closing Date, provided that the Company shall cause each such recipient of Carveout Shares to execute and (y) the recipients thereof provide deliver to the Representatives a signed Locklock-Up Agreement up agreement substantially in substantially the form of Exhibit A heretohereto for the balance of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares, or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesunits, or issue Shares upon exercise of options, options or warrants or vesting and settlement of restricted stock units or similar equity securitiesunits, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders thereof (to the extent such holders are the Company’s executive officers and directors) agree in writing to be bound by the terms of a Lock-Up Agreement in the form set forth as Exhibit C hereto, (C) file a registration statement on Form S-8; and (D) issue Shares or Related Securities in connection with any bona fide acquisition, collaboration, merger, licensing or other joint venture, commercial venture or collaborative relationshipstrategic transaction involving the Company; provided, however, provided that in the case of clause (DC), (x) such Shares issuances shall not in the aggregate exceed be greater than 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after the Company immediately following the First Closing Date (giving effect to the sale Warrant Shares issuable upon exercise of the Offered Securities contemplated by this Agreement Warrants) and (y) the recipients thereof provide of such Shares or Related Securities agree in writing to be bound by the Representatives terms of a signed Lock-Up Agreement in substantially the form set forth as Exhibit C hereto and (D) issue and deliver Warrant Shares upon exercise of Exhibit A heretothe Warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of options, restricted stock units options or similar equity securitiesother Related Securities, pursuant to any one or more stock option, stock bonus or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; the date hereof, and (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with Jefferies not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Lion Biotechnologies, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Jefferies Capital Partners Iv Lp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) , or in any other way transfer or dispose of any Shares or Related Securities; (viv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (viv) announce the offering of any Shares or Related Securities; (viivi) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viiivii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of warrants or options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a any registration statement statements on Form S-8; and S-8 with respect to any stock option, stock bonus or other stock plan or arrangement of the Company, (D) issue Shares upon the exercise of any warrants outstanding on the date hereof, (E) issue Shares in full or partial satisfaction of milestone obligations due to third parties; and (F) issue, in connection with any bona fide mergers or acquisitions of businesses, entities, property or other assets, joint ventureventures, licenses, commercial relationships or collaborative relationship; providedstrategic alliances, however, that of shares of Common Stock (the shares referred to in the case of clause (D)F) and so issued, (xthe “Carveout Shares”) such Shares shall not exceeding in the aggregate exceed that number of shares equal to five percent (5% %) of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect Common Stock, determined as of the Closing Date, provided that the Company shall cause each such recipient of Carveout Shares to execute and deliver to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives Representative a signed Locklock-Up Agreement up agreement substantially in substantially the form of Exhibit A heretohereto for the balance of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and X.X. Xxxxxx Securities (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies and X.X. Xxxxxx Securities (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Holley Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (C) file a registration statement on Form S-8; and (D) issue Shares upon the exercise of outstanding warrants described in connection with any bona fide joint venturethe Registration Statement, commercial or collaborative relationshipthe Time of Sale Prospectus and the Prospectus; provided, however, that under clauses (B) and (C) above, only if the recipients of such equity awards or Shares agree in writing with the case Underwriters not to sell, offer, dispose of clause (D), (x) or otherwise transfer any such Shares shall not in or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or, with respect to registration statements filed by the Company with the Commission prior to the date hereof, any amendments to such previously-filed registration statements, provided, however, that no such amendment may increase the amount or number of shares registered on such registration statements); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, provided that in if the case holders of clause (D), (x) such Shares shall not in the aggregate exceed 5% or options are any of the Company’s outstanding shares persons set forth on Exhibit B hereto, such holders shall agree in writing with the Underwriters not to sell, offer, dispose of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and XX Xxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than (x) as contemplated by this Agreement with respect to the Offered SecuritiesSecurities and (y) any pre-effective amendment, post-effective amendment or prospectus supplement relating to the Company’s Registration Statements on Form S-1 (Registration Nos. 333-274564, 333-276131 and 333-279902)); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares (other than any stock split to satisfy the minimum share price requirements of the NYSE); or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and in the Subscription Agreement, dated July 28, 2024, by and between the Company and the investors party thereto, (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise or settlement of options, restricted stock units or similar equity securitiesperformance-based restricted stock units, pursuant to any stock option, restricted stock unit, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that any directors or officers who are recipients thereof have provided a signed Lock-Up Agreement in the form of Exhibit A attached hereto, (C) repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement, (D) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement or, (E) file a registration statement on Form S-8; and (D) issue S-8 to register the Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect issuable pursuant to the sale terms of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretostock option, stock bonus or other stock plan or inducement arrangements. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Allurion Technologies, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives BTIG (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesunits, or issue Shares upon exercise of options, options or settlement of restricted stock units or similar equity securitiesunits, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that any directors or officers who are recipients thereof have provided a signed Lock-Up Agreement in the form attached as Exhibit A hereto, (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement, and (D) file a registration statement on Form S-8; and (D) issue S-8 to register Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect issuable pursuant to the sale terms of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretostock option, stock bonus or other stock plan or inducement arrangement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may will not be unreasonably withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the foregoing restrictions shall not apply to Shares, Related Securities, and/or other securities of the Company issue in connection with any acquisition of assets or acquisitions of the equity of one or more entities, in each case, directly or indirectly, provided that the aggregate number of Shares and the Shares underlying the Related Securities thus issued shall not exceed ten percent (10%) (the “Maximum Percentage”) of the Company’s issued and outstanding Shares immediately following the Closing Date, except that any Shares underlying Related Securities thus issued that are not exercisable, exchangeable or convertible into Shares during the Lock-up Period shall not be included in the numerator for purpose of calculating the Maximum Percentage; and provided further that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representative (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Grindrod Shipping Holdings Ltd.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Shares; (D) file a registration statement on Form S-8; and (DE) issue or sell Shares in connection with any or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, commercial a marketing or collaborative relationshipdistribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (DE), such Shares shall not in the aggregate exceed 10% of the Company’s outstanding Common Shares after giving effect to the sale of the Offered Shares contemplated by this Agreement; (xF) issue Shares or Related Securities in connection with the settlement of any litigation, claims or other disputes, or in satisfaction of any judgments or other awards, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, as agreed to by the Company and the Representatives on the date hereof; (G) offer, grant, issue or sell Shares, Related Securities or debt securities in connection with the refinancing or an amendment to the terms of the Company’s outstanding debt to Perceptive Credit Holdings, LP. provided, however, that in the case of clause (G), such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis Common Shares after giving effect to the sale of the Offered Securities Shares contemplated by this Agreement and (yH) issue a warrant to purchase Common Shares to National Securities Corporation or its designees as described in the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoProspectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h16a-l(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.,
Appears in 1 contract
Samples: Underwriting Agreement (Dicerna Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.transactions
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares and with respect to a registration statement on Form S-8 registering shares of common stock under an equity incentive plan); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon (1) exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement and (2) upon exercise or conversion of any preferred stock or warrants outstanding as of the Time of Sale, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Biodelivery Sciences International Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options Related Securities to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock option, stock bonus bonus, employee stock purchase plan or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a one or more registration statement statements on Form S-8; and S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any bona fide employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative relationshiptransaction; providedprovided that, however, that in the case of clause immediately preceding clauses (D) and (E), (x) such Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 510% of the Company’s number of Shares outstanding shares of common stock on a fully-diluted basis after giving effect to the sale consummation of the offering of the Offered Securities contemplated by Shares pursuant to this Agreement and (y) provided further that the recipients thereof provide Company shall cause each recipient of such shares to agree in writing with the Representatives a signed Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in substantially the form of Exhibit A hereto. For purposes its sole discretion), and (F) assist any Shareholder of the foregoing, “Related Securities” shall mean any options or warrants or other rights Company in the establishment of a trading plan by such Shareholder pursuant to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable Rule 10b5-1 under the Exchange Act for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives BofA and SVB Securities (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock option, stock bonus bonus, employee stock purchase plan, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on Form S-8; the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (D) file one or more registration statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (E) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any bona fide merger, joint venture, commercial strategic alliance, commercial, lending or other collaborative relationshipor strategic transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, provided that in the case aggregate number of Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (D), (xE) such Shares shall not in the aggregate exceed 55.0% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to Common Stock of the sale Company immediately following the issuance of the Offered Shares and that each recipient thereof provides to BofA and SVB Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoup Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares shares of Common Stock, or options to purchase Shares shares of Common Stock, or restricted stock units or similar equity securitiesawards, or issue Shares shares of Common Stock upon exercise exercise, vesting or conversion of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock optionincentive plan, employee stock purchase plan, stock bonus plan or other stock equity plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (the “Company Stock Plans”) or pursuant to Nasdaq Listing Rule 5635(c)(4); (E) issue shares of Common Stock upon the exercise or conversion of Related Securities outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (CF) file a registration statement on Form S-8S-8 or a successor form thereto for the purpose of registering shares of Common Stock issuable pursuant to the Company Stock Plans or Nasdaq Listing Rule 5635(c)(4); and (DF) issue Shares shares of Common Stock or Related Securities in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements or other strategic acquisitions) or any bona fide joint ventureacquisition of assets or at least a majority or controlling portion of the equity of another entity, commercial or collaborative relationship; provided, however, provided that in the case of clause (D), (x) such Shares the aggregate number of shares issued pursuant to this clause (F) shall not in the aggregate exceed 57% of the Company’s total number of outstanding shares of common stock on a fully-diluted basis after giving effect to Common Stock immediately following the issuance and sale of the Offered Securities contemplated by this Agreement Shares at the First Closing Date or the Option Closing Date, as the case may be, pursuant hereto and (y) the recipients thereof provide Company shall cause each recipient of any such shares of Common Stock and Related Securities issued pursuant to this clause (F) during the Representatives a signed Lock-Up Agreement Period to execute and deliver to the Representative, on or prior to such issuance, a lock-up agreement substantially in substantially the form of Exhibit A attached hereto. For purposes ; and (G) sell shares of Common Stock on behalf of employees for the purpose of satisfying any withholding taxes (including estimated taxes) or paying any exercise price due as a result of the foregoingvesting of restricted stock awards or the exercise of stock options granted by the Company pursuant to Company Stock Plans, in each case on a “Related Securitiescashless” or “net exercise” basis, provided that any resulting filing under the Exchange Act shall mean any options or warrants or other rights include a note stating that such sales were for the purposes specified in this clause; and (H) sell shares of Common Stock pursuant to, and in an amount not to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesexceed that required by, or to acquire other securities or rights ultimately exchangeable or exercisable forSection 2 of the Stock Purchase Agreement, or convertible intodated September 7, Shares2016, by and between Curis, Inc. and Aurigene Discovery Technologies Limited.
Appears in 1 contract
Samples: Underwriting Agreement (Curis Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and X.X. Xxxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) sell the Company’s 1.375% Convertible Senior Notes due 2025 pursuant to that certain Underwriting Agreement, dated as of the date hereof, by and among the Company and the Representatives, and issue shares of Common Stock upon conversion thereof, (C) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesawards, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesawards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (CD) permit or allow the vesting of or removal or lapse of restrictions on restricted stock or other awards under existing employee benefits plans or agreements in accordance with the terms of such plans or agreements, provided that no related public disclosure or announcement (except for required filings under the Exchange Act) shall be required or made voluntarily with respect thereto, during the Lock-up Period, (E) issue options, restricted stock units or other awards to newly hired employees, including granting inducement grant awards, as permitted by Xxxxxx Xxxxx Xxxxxx Xxxx 0000, (X) file a any registration statement on Form S-8; and S-8 or a successor form thereto in respect of securities offered pursuant to the terms of existing employee benefits or inducement grant award, (DG) issue Shares Common Stock to one or more counterparties in connection with the consummation any bona fide merger, asset acquisition or other business combination transaction or any strategic partnership, joint venture, commercial collaboration or collaborative relationshiplicense of any business, products or technology; providedprovided that, however, that in the case of clause with respect to this subsection (DG), (x) such Shares the sum of the aggregate number of shares of Common Stock so issued during the Lock-up Period shall not in the aggregate not exceed 5% of the Company’s total outstanding shares Common Stock immediately following the completion of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement offering and (y) the recipients thereof provide prior to the Representatives issuance of such Common Stock, each recipient of such Common Stock signs a signed Lock-Up up Agreement (or substantially similar agreement) in substantially favor of the form of Exhibit A heretoRepresentatives. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue any Shares upon the exercise of options, restricted stock units an option or similar equity securities, pursuant warrant or the conversion of a security outstanding on the date hereof and referred to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8issue any Shares or options to purchase or subscribe for Shares pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (D) issue any Shares issued pursuant to any non-employee director share plan or dividend reinvestment plan referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) file a registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (F) enter into an agreement providing for the issuance by the Company of Shares or any security convertible into or exercisable for Shares in connection with the acquisition by the Company or any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% its Subsidiaries of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoingsecurities, “Related Securities” shall mean any options or warrants business, property or other rights assets of another person or entity or pursuant to acquire an employee benefit or equity incentive plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; or (G) enter into an agreement providing for the issuance of Shares or any securities exchangeable security convertible into or exercisable for Shares in connection with joint ventures, commercial relationships or convertible into Sharesother strategic transactions, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.and the issuance of any such
Appears in 1 contract
Samples: Underwriting Agreement (Strongbridge Biopharma PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Goldman (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to one or more stock option, restricted stock units or similar equity securitiesunit, pursuant to any restricted stock option, stock bonus agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; the date hereof, and (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with Jefferies and Goldman not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of Jefferies and Goldman (which consent may be withheld in their sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. The Company will provide Jefferies and Goldman with prior notice of any such announcement that gives rise to an extension of the Company Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion)Representatives, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares, or following the Aviv REIT Merger, Shares issuable in connection with stock compensation plans of Aviv); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Related Securities or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Shares or Related Securities upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), but only (x) if the holders of such Shares, Related Securities or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares shall not in or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives or (y) the recipients aggregate number of Shares issued, or issuable with respect to options or Related Securities issued who have not so agreed pursuant to clause (x) does not exceed 50,000 and such issuance will not trigger any filing requirement by the recipient thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes under Section 16 of the foregoingExchange Act, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into (C) issue Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Omega Healthcare Investors Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with , provided that any bona fide joint venture, commercial directors or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect officers who are recipients thereof have provided to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives Representative a signed Lock-Up Agreement in substantially the form of Exhibit A heretoC hereto and (C) issue Shares in connection with the exercise of those warrants issued on May 11, 2015, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Goldman and Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Common Stock or options to purchase Shares or restricted stock units or similar equity securitiesCommon Stock, or issue Shares Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus bonus, restricted stock unit award or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders thereof (to the extent such holders are the Company’s executive officers and directors and have not already delivered a Lock-up Agreement) agree to restrictions on the resale of securities that are consistent with the form of lock-up letter set forth in Exhibit A for the remainder of the 60-day restricted period, (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect Common Stock pursuant to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.conversion or
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 1 contract
Samples: Underwriting Agreement (Fiesta Restaurant Group, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may, (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) file a one or more registration statement statements on Form S-8; and S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any bona fide employee benefit plan assumed by the Company in connection with any such merger or acquisition or (E) issue Shares or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative relationshiptransactions; providedprovided that, however, that in the case of clause immediately preceding clauses (D) and (E), (x) such Shares shall not in the aggregate number of shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company’s aggregate number of Shares outstanding shares immediately following the consummation of common stock on a fully-diluted basis after giving effect to the sale offering of the Offered Securities contemplated by Shares pursuant to this Agreement and (y) the recipients thereof provide of the Shares or Related Securities agree in writing to be bound by the Representatives a signed same terms described in the Lock-Up Agreement in substantially the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares capital stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares capital stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any capital stock or Related Securities; (iv) in any other way transfer or dispose of any Shares capital stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares capital stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares capital stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares capital stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares capital stock of the Company or options to purchase Shares or restricted capital stock units or similar equity securitiesof the Company, or issue Shares capital stock of the Company upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing shares of capital stock of the Company or other rights to acquire Shares capital stock of the Company or any securities exchangeable or exercisable for or convertible into Sharescapital stock of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharescapital stock of the Company.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units options or similar equity securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Xxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (D) file a registration statement on Form S-8; and (D) issue S-8 to register Shares in connection with any bona fide joint ventureor Related Securities issuable pursuant to the terms of a stock option, commercial stock bonus or collaborative relationship; provided, however, that other stock plan or arrangement described in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoRegistration Statement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the foregoing restrictions shall not apply to Shares, Related Securities, and/or other securities of the Company issued in connection with any acquisition of assets or acquisition of the equity of one or more entities, in each case, directly or indirectly, provided that the aggregate number of Shares and the Shares underlying the Related Securities thus issued shall not exceed ten percent (10%) (the “Maximum Percentage”) of the Company’s issued and outstanding Shares immediately following the First Closing Date (and if applicable, the Option Closing Date), except that any Shares underlying Related Securities thus issued that are not exercisable, exchangeable or convertible into Shares during the Lock-up Period shall not be included in the numerator for purpose of calculating the Maximum Percentage; and provided further that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a 1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that that, notwithstanding the foregoing, the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , and (C) file a registration statement on Form S-8; and (D) issue Shares to one or more counterparties in connection with any bona fide the consummation of a strategic partnership, joint venture, commercial collaboration, merger or collaborative relationshipthe acquisition or license of any business products or technology; providedprovided that, however, that in the case of clause with respect to this subsection (DC), (x1) such the sum of the aggregate number of Shares so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares Shares immediately following the completion of common stock on a fully-diluted basis after giving effect this offering of Shares and (2) prior to the sale issuance of such Shares each recipient of such Shares must agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in their sole discretion), except that such extension will not apply if, (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Citigroup and Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h16a-l(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period, (C) file a registration statement Registration Statement on Form S-8; S-8 relating to the Shares granted pursuant to or reserved for issuance under any stock-based compensation plans of the Company, and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to enter into an agreement providing for the sale of or issuance by the Offered Securities contemplated by this Agreement Company of, and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoingsell or issue, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities Related Securities exercisable or exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, a number of Shares., in an aggregate amount
Appears in 1 contract
Samples: Underwriting Agreement (Dicerna Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) (I) issue Shares or options to purchase Shares in connection with an acquisition, merger or restricted stock units other business combination, not to exceed in the aggregate the number of Shares equal to 10% of the market capitalization of the Company, and (II) issue Shares or similar equity securitiesoptions to purchase Shares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; providedbut only if, however, that in the case of clause clauses (DI) and (II), (x) the holders of such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies and Xxxxxx Xxxxxxx waive, in writing, such extension (which waiver may be withheld in its sole discretion). Notwithstanding the foregoing, if the Company has “actively traded securities” within the meaning of Rule 101(c)(1) of Regulation M of the Exchange Act, and otherwise satisfies the requirements set forth in Rule 139 of the Securities Act that would permit Jefferies or any underwriter to publish issuer-specific research reports pursuant to Rule 139, the Lock-up Period shall not be extended in the cases of (i) or (ii) in the immediately preceding sentence. The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares upon the exercise of outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (D) file a new shelf registration statement on Form S-8; and (D) issue Shares in connection S-3 with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect Commission prior to the sale of the Offered Securities contemplated by this Agreement and Renewal Deadline (yas defined in Section 3(w) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretobelow). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Goldman and Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Common Stock or options to purchase Shares or restricted stock units or similar equity securitiesCommon Stock, or issue Shares Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus bonus, restricted stock unit award or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders thereof (to the extent such holders are the Company’s executive officers and directors and have not already delivered a Lock-Up Agreement) agree to restrictions on the resale of securities that are consistent with the form of lock-up letter set forth in Exhibit A for the remainder of the 90-day restricted period, (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect Common Stock pursuant to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares and other than a registration statement on Form S-8 to register the offer and sale of securities to be issued pursuant to the Company’s 2013 Incentive Plan or an inducement grant award, as permitted by Nasdaq Stock Market Rule 5635); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.to
Appears in 1 contract
Samples: Underwriting Agreement (Arrowhead Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesperformance-based stock units, or issue Shares upon exercise of options, options or settlement of restricted stock units or similar equity securitiesperformance-based stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares pursuant to any inducement grants made to newly hired employees in compliance with Nasdaq rules and consistent with the Company’s past practice, (D) file a registration statement on Form S-8; S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or inducement grants made to newly hired employees in compliance with Nasdaq rules, (DE) issue and sell shares pursuant to any at-the-market sales agreement following the date that is 30 days following the date of the Prospectus, (F) issue Shares or Related Securities in connection with the acquisition by the Company or any bona fide of its subsidiaries of not less than a majority or controlling portion of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or (G) issue Shares or Related Securities in connection with a joint ventureventure or other strategic commercial transaction not primarily intended to raise capital between the Company and an unaffiliated third party; and provided that, commercial in the case of clauses (F) or collaborative relationship(G), the aggregate number of Shares issued or underlying such Related Securities that the Company may sell or issue or agree to sell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of Shares issued and outstanding immediately prior to the completion of the transactions contemplated by this Agreement; and provided, however, further that in the case of clause clauses (DF) and (G), (x) each recipient of such Shares shall not securities agrees in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect writing to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.be
Appears in 1 contract
Samples: Underwriting Agreement (Travere Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to one or more stock option, restricted stock units or similar equity securitiesunit, pursuant to any restricted stock option, stock bonus agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; and the date hereof, (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with the Representatives not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in their sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect Shares or (E) issue Shares pursuant to that certain Open Market Sale Agreement, dated June 16, 2023, by and between the sale of the Offered Securities contemplated by this Agreement Company and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoJefferies. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any “an open "put equivalent position” (as defined in " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement would reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (Bi) issue Shares shares of its Common Stock or options to purchase Shares or restricted stock units or similar equity securitiesits Common Stock, or issue Shares Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (Cii) file a registration statement on Form S-8S-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; (iii) issue the Company's Class B Common Stock upon exchange of LP Exchangeable Units and issue Common Stock upon conversion of the Company's Class B Common Stock; and (Div) issue Shares in connection with any bona fide joint venture, commercial Common Stock or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock in connection with acquisitions made by the Company, provided that no more than 10% of the number of shares of Common Stock then outstanding are issued or issuable in connection with such acquisitions and provided, further that, the recipients receiving Common Stock in connection with such acquisitions agree in writing with the Representatives to the restrictions of this Section 3(A)(m). Notwithstanding the foregoing, if (x) during the last 17 days 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 (y) prior to acquire other securities 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 period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representatives and any co-managers and each person subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Emergency Medical Services L.P.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesperformance-based stock units, or issue Shares upon exercise of options, options or settlement of restricted stock units or similar equity securitiesperformance-based stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares pursuant to any inducement grants made to newly hired employees in compliance with Nasdaq rules and consistent with the Company’s past practice, (D) file a registration statement on Form S-8; S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or inducement grants made to newly hired employees in compliance with Nasdaq rules, (DE) issue and sell shares pursuant to any at-the-market sales agreement following the date that is 30 days following the date of the Prospectus, (F) issue Shares or Related Securities in connection with the acquisition by the Company or any bona fide of its subsidiaries of not less than a majority or controlling portion of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or (G) issue Shares or Related Securities in connection with a joint ventureventure or other strategic commercial transaction not primarily intended to raise capital between the Company and an unaffiliated third party; and provided that, commercial in the case of clauses (F) or collaborative relationship(G), the aggregate number of Shares issued or underlying such Related Securities that the Company may sell or issue or agree to sell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of Shares issued and outstanding immediately prior to the completion of the transactions contemplated by this Agreement; and provided, however, further that in the case of clause clauses (DF) and (G), (x) each recipient of such Shares shall not securities agrees in writing to be bound by the same terms described in the aggregate exceed 5% agreement attached hereto as Exhibit A for the remainder of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoPeriod. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and J.X. Xxxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesawards, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesawards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) permit or allow the vesting of or removal or lapse of restrictions on restricted stock or other awards under existing employee benefits plans or agreements in accordance with the terms of such plans or agreements, provided that no related public disclosure or announcement (except for required filings under the Exchange Act) shall be required or made voluntarily with respect thereto, during the Lock-up Period, (D) issue options, restricted stock units or other awards to newly hired employees, including granting inducement grant awards, as permitted by Nasdaq Stock Market Rule 5635, (E) file a any registration statement on Form S-8; and S-8 or a successor form thereto in respect of securities offered pursuant to the terms of existing employee benefits or inducement grant award, (DF) issue Shares Common Stock to one or more counterparties in connection with the consummation any bona fide merger, asset acquisition or other business combination transaction or any strategic partnership, joint venture, commercial collaboration or collaborative relationshiplicense of any business, products or technology; providedprovided that, however, that in the case of clause with respect to this subsection (DF), (x) such Shares the sum of the aggregate number of shares of Common Stock so issued during the Lock-up Period shall not in the aggregate not exceed 5% of the Company’s total outstanding shares Common Stock immediately following the completion of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement offering and (y) the recipients thereof provide prior to the Representatives issuance of such Common Stock, each recipient of such Common Stock signs a signed Lock-Up up Agreement (or substantially similar agreement) in substantially favor of the form of Exhibit A heretoRepresentatives. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement (including, but not limited to, the Relmada Therapeutics, Inc. 2014 Stock Option and Equity Incentive Plan, as amended), described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Relmada Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus (C) file a registration statement on Form S-8; issue Shares or Related Securities to any non-employee director pursuant to any non-employee director compensation plan or program described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (E) file one or more registration statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to any plans or programs described in (B) or (C) above, (F) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any bona fide merger, joint venture, commercial strategic alliances, commercial, lending or other collaborative relationship; providedor strategic transaction, howeveror the acquisition or license of the business, that property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in the case of clause (D), (x) such Shares shall connection with a merger or acquisition not in the aggregate to exceed 57.5% of the Company’s outstanding aggregate number of shares of common stock on a fully-diluted basis after giving effect to Common Stock outstanding immediately following the sale offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoShares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies, SVB Leerink and Credit Suisse (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares capital stock of the Company (the “Capital Stock”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Capital Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Capital Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Capital Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Capital Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Capital Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or grant shares, rights to receive shares, phantom equity settleable into shares or options to purchase Shares or restricted stock units or similar equity securitiesshares, or issue Shares shares upon settlement of phantom equity, vesting of a right to receive shares or exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionequity compensation plans or arrangements described in the Registration Statement, stock bonus the Time of Sale Prospectus and the Prospectus or any other stock equity compensation plan or arrangement arrangement, but only if the holders of such shares, phantom equity, rights to receive shares or options listed on Exhibit B agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, rights to receive shares, phantom equity or options during such Lock- up Period without the prior written consent of Jefferies, SVB Leerink and Credit Suisse (which consent may be withheld in their sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) file any registration statement on Form S-8 or a successor form thereto, (D) issue securities issuable upon conversion of any convertible debt instruments or upon exercise of any warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement on Form S-8; and (DE) issue Shares shares or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any bona fide joint ventureacquisition of assets or not less than a majority or controlling portion of the equity of another entity, commercial or collaborative relationship; provided, however, provided that in the case of clause (D), (x) such Shares the aggregate number of shares issued pursuant to this clause (E) shall not in the aggregate exceed 55.0% of the Company’s total number of outstanding shares of common stock on a fully-diluted basis after giving effect to immediately following the issuance and sale of the Offered Securities contemplated by this Agreement Shares pursuant hereto and (y) the recipients thereof provide recipient of any such shares and securities issued pursuant to this clause (E) during the Representatives a signed Lock-Up Agreement up Period shall enter into an agreement in substantially writing with Jefferies, SVB Leerink and Credit Suisse not to sell, offer, dispose of or otherwise transfer any such shares or securities during such Lock-up Period without the form prior written consent of Exhibit A heretoJefferies, SVB Leerink and Credit Suisse (which consent may be withheld in their sole discretion), and (F) issue and sell shares pursuant to any existing or future at-the-market sales agreement following the earlier to occur of (x) the Underwriters’ exercise in full of their option to purchase the Optional Shares as set forth in Section 2(c) and (y) the date that is 30 days following the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or options, phantom equity, warrants or other rights to acquire Shares shares or any securities exchangeable or exercisable for or that are convertible or settle into Sharesshares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or that are convertible or settle into, Sharesshares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, options or vesting of restricted stock units or similar equity securitiesunits, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Ordinary Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue restricted Ordinary Shares (that is, Ordinary Shares that cannot be transferred prior to vesting) or options to purchase Ordinary Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement approved by the Company’s Board of Directors and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus so long as any such restricted Ordinary Shares or options to purchase Ordinary Shares do not vest, or are not exercisable (as the case may be), in whole or in part, prior to the expiration of the Lock-up Period and (C) file a registration statement Registration Statement on Form S-8; S-8 relating to the Ordinary Shares granted pursuant to or reserved for issuance under any stock-based compensation plans of the Company and (D) issue enter into an agreement providing for the sale or issuance by the Company of, and sell and issue, Ordinary Shares or Related Securities exercisable or exchangeable for, or convertible into, a number of Ordinary Shares, in connection with the aggregate amount of not more than 10% of the Company’s Ordinary Shares issued and outstanding immediately following the Closing date, pursuant to one or more strategic collaborations, licensing transactions or business, product or technology acquisitions (in any bona fide joint venture, commercial or collaborative relationshipevent excluding transactions principally of a financing nature) without the prior written consent of Jefferies; provided, however, that in the case of any such issuance under clause (D), (x) above shall be conditioned upon the execution by each recipient of such Ordinary Shares shall not or Related Securities of a lock-up in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A D hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Ordinary Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Parnell Pharmaceuticals Holdings Pty LTD)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares and other than a registration statement on Form S-8 to register the offer and sale of securities to be issued pursuant to the Company’s 2013 Incentive Plan); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venturepursuant to Section 1.4 of that certain Common Stock Purchase Agreement, commercial or collaborative relationship; provideddated September 28, however2016 by and between the Company and Amgen, that Inc. as described in the case Registration Statement, the Time of clause (D), (x) such Shares shall not in Sale Prospectus and the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoProspectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Arrowhead Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus bonus, employee stock purchase plan, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options, as applicable, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), (C) file a registration statement on Form S-8; issue Shares or Related Securities to any non-employee director pursuant to any non-employee director compensation plan or program described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (E) file one or more registration statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to any plans or programs described in (B) or (C) above, and (F) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any bona fide merger, joint venture, commercial strategic alliances, commercial, lending or other collaborative relationshipor strategic transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; providedprovided that the aggregate number of Shares or Related Securities (on an as-converted or as-exercised basis, however, that in as the case of may be) that the Company may issue or agree to issue pursuant to this clause (D), (xF) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding total number of shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities Company immediately following the completion of the transactions contemplated by this Agreement and (y) the recipients that each recipient thereof provide provides to the Representatives a signed Lock-Up up Agreement substantially in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)hereof, the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to result in the disposition of), hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may: (Ai) effect the transactions contemplated hereby; file a registration statement on Form S-8, (Bii) issue Shares restricted shares of its Common Stock or options to purchase Shares shares of its Common Stock, (iii) issue shares of its Common Stock or restricted stock units or similar equity securitiesoptions to purchase shares of its Common Stock, or issue Shares Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementProspectus, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (Div) issue Shares shares of Common Stock or securities exercisable for Common Stock (in connection with any bona fide joint venturean aggregate amount not to exceed, commercial or collaborative relationship; providedon an as-exercised basis, howeverif applicable, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s our outstanding shares of common stock on a fully-diluted basis after giving effect to the issuance or sale of the Offered Securities contemplated common stock offered hereby) in connection with a strategic partnership, licensing, joint venture, collaboration, lending or similar arrangements, or in connection with the acquisition or license by this Agreement the Company of any business, products or technologies, and (v) issue restricted shares of its Common Stock upon exercise of any warrants described in the Disclosure Package or the Prospectus, but with respect to each of clauses (i) through (v) above only if the holders of such shares, options, 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 or options during such 180-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days 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 (y) the recipients thereof provide prior to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes expiration of the foregoing180-day restricted period, “Related Securities” the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall mean continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any options or warrants or other rights co-managers and each individual subject to acquire Shares or the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Xxxxxxx Xxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; (ix) publicly announce the intention to do any of the foregoing; or (x) the Ordinary Shares to be sold pursuant to the related private placement as described in the Registration Statement, the Time of Sale Prospectus and Prospectus; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or Ordinary Shares, grant options to purchase Shares Ordinary Shares, restricted stock or restricted stock units or similar other equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesawards, pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxxxx Xxxxx (which consent may be withheld in their sole discretion); (C) grant options, restricted shares or other awards to the Company’s directors, employees and consultants under the 2017 Omnibus Incentive Plan as described in the Prospectus, (D) issue Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of options described in the Registration Statement, the Disclosure Package and the Prospectus, (E) file a registration statement on Form S-8; S-8 to register Ordinary Shares issuable pursuant to the terms of a share option, share bonus or other share plan or arrangement (including any amendment thereto) described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (F) acknowledge or agree to a trading plan to be established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares by certain officers or directors of the Company, provided that (i) such plan does not provide for the transfer of Ordinary Shares during the Lock-up Period and (Dii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of the plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Lock-up Period, and (G) issue Ordinary Shares in connection with any bona fide joint venture, commercial or collaborative relationshiprelationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, however that in the case of clause (DG), (xi) such Ordinary Shares shall not in the aggregate exceed 57.5% of the Company’s outstanding shares Ordinary Shares immediately following the consummation of common stock on a fully-diluted basis after giving effect to the sale offering of the Offered Securities Shares contemplated by this Agreement and (yii) the recipients recipient thereof provide to the Representatives a signed Lock-Up Agreement letter substantially in substantially the form of Exhibit A F hereto. Notwithstanding the foregoing, the Company shall not issue, sell, offer to sell or contract to sell Ordinary Shares under its at-the-market program during the Lock-Up Period without the sole written consent of Jefferies. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, or Ordinary Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and (C) file a registration statement on Form S-8; and (D) issue the Registered Direct Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoConcurrent Registered Direct Offering. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Bellerophon Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus execution of this Agreement (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx (which consent may shall not be withheld in its sole discretionunreasonably withheld), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the Private Placement and the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint ventureProspectuses, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options (with the aggregate exceed 5% exception of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of Shares for the Offered Securities contemplated by this Agreement and (ysole purpose of funding related income taxes) the recipients thereof provide to the Representatives a signed during such Lock-Up Agreement in substantially up Period without the form prior written consent of Exhibit A heretoCantor (which consent shall not be unreasonably withheld). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. Notwithstanding the foregoing, nothing herein shall prevent the Company from issuing Shares resulting from the exercise of outstanding warrants and other outstanding convertible instruments, and to satisfy existing contractual obligations (including under the Company’s Amended and Restated Shareholder Rights Plan Agreement, dated April 6, 2022 and in connection with the common share purchase warrants held by Marathon Asset Management L.P.).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Shares, restricted stock units or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.settlement
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesin each case, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) , or issue warrants to purchase Shares in exchange for or upon conversion of outstanding warrants to purchase preferred shares, or issue Shares upon conversion of outstanding preferred shares, in connection with any bona fide joint ventureeach case, commercial or collaborative relationship; provided, however, that described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares, options, warrants or preferred shares, as the case may be, agree in writing with the Underwriters not to sell, offer, dispose of clause (D), (x) or otherwise transfer any such Shares shall not in or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.which consent may
Appears in 1 contract
Samples: Underwriting Agreement (Forma Therapeutics Holdings, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives BofA, Jefferies and Evercore (which consent may be withheld in its their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; (ix) publicly announce the intention to do any of the foregoing; or (x) the Ordinary Shares to be sold pursuant to the related private placement as described in the Registration Statement, the Time of Sale Prospectus and Prospectus; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or Ordinary Shares, grant options to purchase Shares Ordinary Shares, restricted stock or restricted stock units or similar other equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securitiesawards, pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Ordinary Shares or options during such Lock-up Period without the prior written consent of BofA, Jefferies and Evercore (which consent may be withheld in their sole discretion); (C) grant options, restricted shares or other awards to the Company’s directors, employees and consultants under the 2017 Omnibus Incentive Plan as described in the Prospectus, (D) issue Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of options described in the Registration Statement, the Disclosure Package and the Prospectus, (E) file a registration statement on Form S-8; and S-8 to register Ordinary Shares issuable pursuant to the terms of a share option, share bonus or other share plan or arrangement (Dincluding any amendment thereto) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that described in the case Registration Statement, the Time of clause (D)Sale Prospectus and the Prospectus, (xF) such acknowledge or agree to a trading plan to be established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares shall not in the aggregate exceed 5% by certain officers or directors of the Company’s outstanding shares , provided that (i) such plan does not provide for the transfer of common stock on a fullyOrdinary Shares during the Lock-diluted basis after giving effect up Period and (ii) to the sale of extent a public announcement or filing under the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoingExchange Act, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesif any, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.is
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following after the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, offer pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, the 4,170,000 shares of Common Stock offered directly to sellTxx X. Xxxx and shares issued pursuant to employee benefit plans, contract qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans), or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi) announce the offering of any Shares or Related Securities; (vii3) file or cause to be filed a registration statement, including any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement amendments, with respect to the Offered Securities); registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any registration statement on Form S-8) and (ii) the shelf registration statement of Form S-1 (File No. 333-145386) or any amendment thereto) or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, howeverin each case without the prior written consent of the Representatives, that on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options set forth on Schedule 2 hereto to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect furnish to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide Representatives, prior to the Representatives Initial Delivery Date, a signed Lock-Up Agreement letter or letters, substantially in substantially the form of Exhibit A hereto. For purposes of hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, “Related Securities” if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall mean any options continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrants the announcement of the material news or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe occurrence of the material event, or to acquire other securities or rights ultimately exchangeable or exercisable forunless the Representatives, or convertible intoon behalf of the Underwriters, Shares.waive such extension in writing;
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than a Form S-8 and as contemplated by this Agreement with respect to the Offered Securities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar and awards under any equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that Prospectus in the case ordinary course of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretobusiness. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Ordinary Shares or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Ordinary Shares upon exercise of options, restricted stock units or similar equity securitiesRelated Securities, pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Ordinary Shares pursuant to the exercise or settlement of, or upon the conversion of, any Related Securities outstanding on the date hereof that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) file a one or more registration statement statements on Form S-8S-8 to register Ordinary Shares or Related Securities issued or issuable pursuant to any plans or programs described in clause (B) above; and (DE) issue Ordinary Shares or Related Securities, or enter into an agreement to issue Ordinary Shares or Related Securities, in connection with any bona fide merger, joint venture, commercial strategic alliance, commercial, lending or other collaborative relationshipor strategic transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; providedprovided that the aggregate number of Ordinary Shares (including, howeverwith respect to Related Securities, that in on an as-converted or as-exercised basis, as the case of may be) that the Company may issue or agree to issue pursuant to this clause (D), (xE) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares total number of common stock on a fully-diluted basis after giving effect to the sale Ordinary Shares of the Offered Securities Company immediately following the completion of the transactions contemplated by this Agreement and (y) the recipients that each recipient thereof provide provides to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoup Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Ordinary Shares.
Appears in 1 contract
Samples: Underwriting Agreement (NewAmsterdam Pharma Co N.V.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue debt securities convertible into Shares or options and/or warrants to purchase Shares in an offering in which Jefferies serves as the exclusive underwriter, placement agent or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectusequivalent role; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.issuable upon conversion of
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or a registration statement on Form S-8 or Form S-4); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Shares, restricted stock units or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders of such Shares or options that are executive officers or directors of the Company agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion) and (C) file a registration statement on Form S-8; and (D) issue Shares common stock or securities convertible into or exercisable for shares of common stock in connection with any bona fide joint ventureacquisition, commercial collaboration, licensing or collaborative relationshipother strategic transaction or any debt financing transaction, so long as the purpose of such issuance is not solely for capital raising; provided, however, that in the case of this clause (DC), (x) such Shares issuances shall not in the aggregate exceed be greater than 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis outstanding immediately after giving effect to the sale completion of this offering and each recipient of shares of common stock, or securities exchangeable or exercisable for or convertible into common stock, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoup Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (iBio, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Stifel (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement and (C) issue Shares, options to purchase Shares or restricted stock units or similar equity securitiesunits, or issue Shares upon exercise of options, options or settlement of restricted stock units or similar equity securitiesunits, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.plan
Appears in 1 contract
Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities Securities; (other than as contemplated by this Agreement with respect to viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Offered Securities)outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may preceding sentence shall not apply to (A) effect the transactions contemplated hereby; Offered Shares to be sold hereunder, (B) issue the issuance by the Company of Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue the issuance by the Company of Shares upon the exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file the establishment of a registration trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (i) such plan does not provide for the transfer of Shares during the Company Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement on Form S-8to the effect that no transfer of Shares may be made under such plan during the Company Lock-Up Period; and (D) issue the issuance of Shares in connection with any bona fide joint venturethe acquisition of warehouse and/or distribution facilities or land suitable for development as a warehouse and/or distribution facility, commercial or collaborative relationship; provided, howeverfurther, that in the case any recipients of clause (D), (x) such Shares shall not execute and deliver to the Representative an agreement substantially in the form of Exhibit B and which agreement shall be applicable through the 60th day following the date of this Agreement, (E) the issuance by the Company of Shares upon the exercise of an option or the conversion of a security outstanding on the date of this Agreement of which Xxxxxxxxx LLC has been advised in writing and (F) the issuance by the Company of, or the entering into by the Company or any subsidiary thereof of an agreement to issue, Shares to acquire other businesses so long as (i) those Shares are issued directly to the businesses to be acquired or the stockholders or other owners thereof and (ii) the aggregate number of shares that the Company may issue pursuant to this clause (F) shall not exceed 5% of the total number of Shares of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect issued and outstanding immediately prior to the sale consummation of the Offered Securities transactions contemplated by this Agreement clause (F), and (y) the recipients thereof provide prior to the Representatives a signed Lock-Up Agreement issuance of such shares, each recipient of any such shares executes and delivers to the Representative an agreement substantially in substantially the form of Exhibit A heretoB and which agreement shall be applicable through the 60th day following the date of this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives each Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares file a registration statement on Form S-8 with respect to any securities issued or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8issue Shares issuable upon the exercise or conversion of any warrants issued pursuant to that certain Venture Loan and Security Agreement dated June 4, 2021, by and between Horizon Technology Finance Corporation, Powerscourt Investments XXV, LP and the Company and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that any filing or report made pursuant to the Exchange Act with respect to such issuance of shares shall note that it was pursuant to the exercise or conversion of such warrants; and or (D) issue Shares in connection with or Related Securities or options to purchase Shares, or issue Shares upon exercise of options or warrants, pursuant to any bona fide joint venturestock option, commercial warrants, stock bonus or collaborative relationship; provided, however, that other stock plan or arrangement described in the case Registration Statement, the Time of clause (D)Sale Prospectus and the Prospectus, (x) but only if the holders of such Shares shall Shares, options or warrants agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares, options or warrants during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; providedbut only, however, that in the case of clause (D)directors or executive officers, (x) if the holders of such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesunits, or issue Shares upon exercise of options, options or warrants or vesting and settlement of restricted stock units or similar equity securitiesunits, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , but only if the holders thereof (to the extent such holders are the Company’s executive officers and directors) agree in writing to be bound by the terms of a Lock-Up Agreement in the form set forth as Exhibit C hereto and (C) file a registration statement on Form S-8; and (D) issue Shares or Related Securities in connection with any bona fide acquisition, collaboration, merger, licensing or other joint venture, commercial venture or collaborative relationshipstrategic transaction involving the Company; provided, however, provided that in the case of clause (DC), (x) such Shares issuances shall not in the aggregate exceed be greater than 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of Company immediately following the Offered Securities contemplated by this Agreement First Closing Date and (y) the recipients thereof provide of such Shares or Related Securities agree in writing to be bound by the Representatives terms of a signed Lock-Up Agreement in substantially the form of set forth as Exhibit A C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Placement Agents not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
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Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar other equity securitiescompensation grants, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file Prospectus or under a registration statement on Form S-8; and S-8 existing on the date of this Agreement, (C) issue Shares pursuant to the exercise or conversion of securities existing on the date of this Agreement, (D) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (x) no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period and (y) no Shares or Related Securities are sold pursuant to such plan during the Lock-Up Period and (E) issue Shares or Related Securities in connection with any bona fide third party acquisitions, investments, joint ventureventures and similar types of arrangements so long as, commercial or collaborative relationship; provided, however, that in the case of solely with respect to this clause (DE), (x1) such Shares shall not in the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions, investments, joint ventures or similar types of arrangements does not exceed 5% of the Company’s aggregate number of Shares outstanding shares immediately following the consummation of common stock on a fully-diluted basis after giving effect to the sale offering of the Offered Securities contemplated by Shares pursuant to this Agreement and (y2) the recipients thereof provide of such securities also agree not to sell or transfer those securities without the prior written consent of Representatives a signed (which consent may be withheld in their sole discretion) during the Lock-Up Agreement in substantially the form of Exhibit A heretoup Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. Notwithstanding the foregoing, the Lock-Up Period with respect to the offer or sale of Shares pursuant to the Open Market Sale Agreement entered into between the Company and Jefferies shall continue only through and including the 45th day following the date of the Prospectus, unless Jefferies shall consent in writing to an earlier date.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b16a 1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit plans); or (viii) publicly announce the intention to do any of the foregoing; provided. The foregoing shall not apply to (a) the Shares to be sold in this offering, however, that the Company may (Ab) effect the transactions contemplated hereby; (B) issue issuances of Shares or options Related Securities pursuant to purchase Shares the conversion or restricted stock units exchange of convertible or similar equity securities, exchangeable securities or issue Shares upon the exercise of warrants or options outstanding as of the date hereof, (c) issuances of Common Stock or grants of employee stock options, restricted stock units or similar equity securities, other incentive compensation pursuant to the terms of any employee compensation plan, or issuances of Shares or Related Securities pursuant to the exercise of such options or the vesting of restricted stock optionor (d) the issuance by the Company of Shares or Related Securities in connection with a licensing arrangement, stock bonus joint venture, acquisition or business combination or other stock plan collaboration or arrangement described in strategic transaction (including the Registration Statement, the Time filing of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8S-4 or other appropriate form with respect thereto); and (D) issue Shares in connection with any bona fide joint ventureprovided that, commercial or collaborative relationship; provided, however, that in the case of clause (Dd), (x) recipients of such Shares shall not in or Related Securities agree to be bound by the aggregate exceed 5% terms of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement lockup letter in substantially the form of Exhibit A D hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Xxxx waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that such extension shall not apply if (i) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any Shares capital stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares capital stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any capital stock or Related Securities; (iv) in any other way transfer or dispose of any Shares capital stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares capital stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares capital stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares capital stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares capital stock of the Company or options to purchase Shares or restricted capital stock units or similar equity securitiesof the Company, or issue Shares capital stock of the Company upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall not in the aggregate exceed 5% capital stock of the Company’s outstanding shares Company or options agree in writing with the Underwriters not to sell, offer, dispose of common or otherwise transfer any such capital stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies and Leerink (which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing shares of capital stock of the Company or other rights to acquire Shares capital stock of the Company or any securities exchangeable or exercisable for or convertible into Sharescapital stock of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharescapital stock of the Company.
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Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock optionoptions, stock share bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue or sell Shares in connection with any or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, commercial a marketing or collaborative relationshipdistribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (D), such Shares shall not in the aggregate exceed 10% of the Company’s outstanding Common Shares after giving effect to the sale of the Offered Shares contemplated by this Agreement; (xE) issue Shares pursuant to that certain Equity Distribution Agreement dated May 15, 2017 by and between the Company and Canaccord; (F) issue Shares or Related Securities in connection with the settlement of any litigation, claims or other disputes, or in satisfaction of any judgments or other awards, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, as agreed to by the Company and the Representatives on the date hereof; and (G) offer, grant, issue or sell Shares, Related Securities or debt securities in connection with the refinancing or an amendment to the terms of the Company’s outstanding debt to Perceptive Credit Holdings, LP. provided, however, that in the case of clause (G), such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis Common Shares after giving effect to the sale of the Offered Securities Shares contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 75th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of optionsoptions or warrants, restricted pursuant to any stock units option, warrant, stock bonus or similar equity securitiesother stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; (C) the filing of a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and , (D) issue Shares assisting any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-up Agreement between such stockholder and the Underwriters in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case offering of clause (D)the Offered Shares, (xE) such Shares shall not in sell shares of its common stock pursuant to that certain Amended and Restated Amendment No. 1 to the aggregate exceed Open Market Sale Agreement, dated July 1, 2020, and as amended on August 11, 2021, between the Company and Jxxxxxxxx LLC, or any further amendments thereto, or (F) up to 5% of the Company’s outstanding aggregate number of shares of common stock on a fully-diluted basis after giving effect to Common Stock outstanding immediately following the sale offering of the Offered Securities contemplated Shares, issued by this Agreement and the Company in connection with mergers, acquisitions or commercial or strategic transactions (y) including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property licenses), provided that the recipients thereof provide to of the Representatives shares of Common Stock execute a signed Lock-Up up Agreement during the Lock-up Period in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (including issuance of the Pre-Funded Warrants and Warrant Shares), (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with , provided that any bona fide joint venture, commercial directors or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect officers who are recipients thereof have provided to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives Representative a signed Lock-Up Agreement in substantially the form of Exhibit A hereto, (C) issue Shares pursuant to any warrants (including pre-funded warrants) outstanding and disclosed in the Registration Statement as of the date hereof and (D) file a “universal” shelf registration statement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) offer and issue Shares, in connection with acquisitions, up to 5% of the outstanding Shares on the date hereof; and (C) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and Representatives (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Related
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45 th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives BofA Securities, Inc., (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in the aggregate exceed 5% to sell, offer, dispose of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of BofA Securities, Inc. (which consent may be withheld in substantially the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Evercore (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or to register shares of certain holders in satisfaction of such holders’ registration rights existing as of the date hereof); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesRelated Securities, or issue Shares upon exercise of optionsRelated Securities, restricted stock units or similar equity securitiesin each case, pursuant to any stock option, stock bonus option or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement on Form S-8; issue Shares or Related Securities to any non-employee director pursuant to any non-employee director compensation plan or program described in the Registration Statement, Time of Sale Prospectus and Prospectus, (D) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (E) file one or more registration statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to any plans or programs described in (B) or (C) above, and (F) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any bona fide merger, joint ventureventure strategic alliance, commercial lending or any other collaborative relationshipor strategic transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; providedprovided that the aggregate number of Shares or Related Securities (on an as-converted or as-exercised basis, however, that in as the case of may be) that the Company may issue or agree to issue pursuant to this clause (D), (xF) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding total number of shares of common capital stock on a fully-diluted basis after giving effect to the sale of the Offered Securities Company immediately following the completion of the transactions contemplated by this Agreement and (y) the recipients that each recipient thereof provide provides to the Representatives Representative a signed Lock-Up up Agreement substantially in substantially the form of Exhibit A B hereto, but only if the holders of such Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Evercore (which consent may be withheld in its sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of the Representatives Goldman and Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock option, stock bonus or other stock plans or arrangements described in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesother Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to one or more stock option, restricted stock units or similar equity securitiesunit, pursuant to any restricted stock option, stock bonus agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement issue Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on Form S-8; and the date hereof, (D) issue Shares or Related Securities in connection with one or more joint ventures or commercial, strategic, consulting or collaborative relationships or acquisitions or licenses by the Company of the securities, business, property or other assets of one or more persons or entities or pursuant to any employee benefit plans assumed by the Company in connection with any bona fide joint venturesuch acquisitions, commercial but only if the holders of such Shares, options or collaborative relationship; providedother Related Securities agree in writing with Goldman and Jefferies not to sell, howeveroffer, that dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of Goldman and Jefferies (which consent may be withheld in their sole discretion) and in the case of clause (D), (x) such the sum of the aggregate number of Shares or Related Securities so issued shall not in the aggregate exceed 5% of the Company’s total outstanding shares of common stock on a fully-diluted basis after giving effect Shares or (E) issue Shares pursuant to that certain Open Market Sale Agreement, dated June 16, 2023, by and between the sale of the Offered Securities contemplated by this Agreement Company and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoJefferies. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may and the Operating Partnership may, without the prior written consent of the Underwriter, (A) effect the transactions contemplated hereby; , (B) grant or issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units Shares, LTIP Units and other equity-based awards pursuant to the 2015 Equity Incentive Plan and Shares upon the exercise, redemption, or similar equity exchange of convertible or exchangeable securities, pursuant to any stock optionincluding OP Units, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8facilitate transfers of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership; and (D) issue Shares in connection with any bona fide joint ventureor securities convertible into or exchangeable for Shares, commercial or collaborative relationship; providedincluding OP Units, however, that in the case of clause SP Units (Dassuming a one-for-one exchange for Shares), DownREIT OP Units and DownREIT SP Units (xassuming a one-for-one exchange for Shares) such Shares shall not (in the aggregate not to exceed 520.0% of the Company’s number of Shares, OP Units, SP Units (assuming a one-for-one exchange for Shares), DownREIT OP Units, DownREIT SP Units (assuming a one-for-one exchange for Shares) and LTIP Units outstanding shares in aggregate as described in the Registration Statement, the Time of common stock on a fully-diluted basis after Sale Prospectus and the Prospectus, upon the completion of this offering without giving effect to the sale issuance of any Optional Shares) in connection with the acquisition of self-storage properties or companies that manage self-storage properties; (E) issue OP Units upon the conversion of SP Units in accordance with the limited partnership agreement of the Offered Securities contemplated by this Agreement Operating Partnership; and (yF) issue up to 10,000 Shares to a single trustee of the recipients thereof provide to Company upon the Representatives a signed Lock-Up Agreement in substantially the form redemption of Exhibit A heretoan equal number of OP Units. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may and the Operating Partnership may, without the prior written consent of the Representatives, (A) effect the transactions contemplated hereby; , (B) grant or issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units Shares, LTIP Units and other equity-based awards pursuant to the 2015 Equity Incentive Plan and Shares upon the exercise, redemption, or similar equity exchange of convertible or exchangeable securities, pursuant to any stock optionincluding OP Units, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8facilitate transfers of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership; and (D) issue Shares in connection with any bona fide joint ventureor securities convertible into or exchangeable for Shares, commercial or collaborative relationship; providedincluding OP Units, however, that in the case of clause SP Units (Dassuming a one-for-one exchange for Shares), DownREIT OP Units and DownREIT SP Units (xassuming a one-for-one exchange for Shares) such Shares shall not (in the aggregate not to exceed 520.0% of the Company’s number of Shares, OP Units, SP Units (assuming a one-for-one exchange for Shares), DownREIT OP Units, DownREIT SP Units (assuming a one-for-one exchange for Shares) and LTIP Units outstanding shares in aggregate as described in the Registration Statement, the Time of common stock on a fully-diluted basis after Sale Prospectus and the Prospectus, upon the completion of this offering without giving effect to the sale issuance of any Optional Shares) in connection with the acquisition of self-storage properties or companies that manage self-storage properties; (E) issue OP Units upon the conversion of SP Units or LTIP Units in accordance with the limited partnership agreement of the Offered Securities contemplated by this Agreement Operating Partnership; and (yF) issue Shares upon the recipients thereof provide to redemption of an equal number of OP Units in accordance with the Representatives a signed Lock-Up Agreement in substantially limited partnership agreement of the form of Exhibit A heretoOperating Partnership. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies, Cowen and Evercore (together, the Representatives “Lock-up Representatives”) (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in but only if the case holders of clause (D), (x) such Shares shall or options agree in writing with the Underwriters not in to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the aggregate exceed 5% prior written consent of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement up Representatives (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxxx Sachs & Co. LLC and SVB Leerink LLC (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares ); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or shares of Common Stock, options to purchase Shares shares of Common Stock or restricted stock units or similar equity securitiesunits, or issue Shares shares of Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus or pursuant to the grant of an inducement grant award, as permitted by Nasdaq Stock Market Rule 5635, provided that any executive officers (C) file a registration statement on Form S-8; and (D) issue Shares as defined in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% Section 16 of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (yExchange Act) the or directors who are recipients thereof provide to the Representatives Xxxxxxx Xxxxx & Co. LLC, SVB Leerink LLC, Xxxxx and Company, LLC and Evercore Group L.L.C. a signed Lock-Up up Agreement in substantially the form of Exhibit A hereto. For purposes , (C) issue shares of Common Stock pursuant to the foregoing, “Related Securities” shall mean any options conversion or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.exchange of
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesperformance-based stock units, or issue Shares upon exercise of options, options or settlement of restricted stock units or similar equity securitiesperformance-based stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares pursuant to any inducement grants made to newly hired employees in compliance with Nasdaq rules and consistent with the Company’s past practice, (D) file a registration statement on Form S-8; S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or inducement grants made to newly hired employees in compliance with Nasdaq rules, (DE) issue and sell shares pursuant to any at-the-market sales agreement, (F) issue Shares or Related Securities in connection with the acquisition by the Company or any bona fide of its subsidiaries of not less than a majority or controlling portion of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or (G) issue Shares or Related Securities in connection with a joint ventureventure or other strategic commercial transaction not primarily intended to raise capital between the Company and an unaffiliated third party; and provided that, commercial in the case of clauses (F) or collaborative relationship(G), the aggregate number of Shares issued or underlying such Related Securities that the Company may sell or issue or agree to sell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the total number of Shares issued and outstanding immediately prior to the completion of the transactions contemplated by this Agreement; and provided, however, further that in the case of clause clauses (DF) and (G), (x) each recipient of such Shares shall not securities agrees in writing to be bound by the same terms described in the aggregate exceed 5% agreement attached hereto as Exhibit A for the remainder of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoPeriod. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Travere Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Class A Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Class A Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Class A Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Class A Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Class A Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Class A Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Class A Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Class A Stock or options to purchase Shares or restricted stock units or similar equity securitiesClass A Stock, or issue Shares Class A Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) file a registration statement on Form S-8; S-8 to register shares of Class A Stock issuable pursuant to the terms of any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (D) issue Shares shares of Class A Stock in connection with any bona fide joint venture, commercial or collaborative relationshiprelationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (D), (x) such Shares shares of Class A Stock shall not in the aggregate exceed 510% of the Company’s outstanding shares of common stock Class A Stock on a fully-fully diluted basis after giving effect to the sale of the Offered Securities Shares contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares Class A Stock or any securities exchangeable or exercisable for or convertible into SharesClass A Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesClass A Stock.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxxx Xxxxx (which consent may be withheld in its Xxxxxxx Xxxxx’x sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units options or similar equity securitieswarrants, pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship; provided, however, that in the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of the Representatives Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may and the Operating Partnership may, without the prior written consent of Jefferies or Xxxxxx Xxxxxxx, (A) effect the transactions contemplated hereby; , (B) grant or issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securitiesShares, or issue Shares upon exercise of options, restricted stock units Shares, LTIP Units and other equity-based awards pursuant to the 2015 Equity Incentive Plan and Shares upon the exercise, redemption, or similar equity exchange of convertible or exchangeable securities, pursuant to any stock optionincluding OP Units, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8facilitate transfers of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership; and (D) issue Shares in connection with any bona fide joint ventureor securities convertible into or exchangeable for Shares, commercial or collaborative relationship; providedincluding OP Units, however, that in the case of clause SP Units (Dassuming a one-for-one exchange for Shares), DownREIT OP Units and DownREIT SP Units (xassuming a one-for-one exchange for Shares) such Shares shall not (in the aggregate not to exceed 520.0% of the Company’s outstanding shares number of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable OP Units, SP Units (assuming a one-for-one exchange for Shares), or convertible intoDownREIT OP Units, DownREIT SP Units (assuming a one-for-one exchange for Shares.) and LTIP Units outstanding in
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units or similar equity securities, or issue Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case outstanding on the date hereof, (D) file a registration statement on Form S-8; S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (DE) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationshiprelationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any employee benefit plan assumed by the Company in connection with such acquisition; provided, however, that in the case of clause (DE), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-fully diluted basis after giving effect to the sale of the Offered Securities Shares contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Corium International, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and or including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SecuritiesShares, (B) a new “shelf” registration statement pursuant to Rule 415 under the Securities Act without regard to the particular offering of securities, (C) as contemplated by the Company’s Senior Common Offering or (D) a post-effective amendment to the Registration Statement filed solely to update the financial statements included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares Common Stock, Senior Common Stock or Preferred Stock or options to purchase Shares Common Stock, Senior Common Stock or restricted stock units or similar equity securitiesPreferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8; and (D) issue Shares , but only if the holders of such Common Stock, Senior Common Stock or Preferred Stock or options agree in connection writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any bona fide joint venturesuch Common Stock, commercial Senior Common Stock or collaborative relationship; provided, however, that in Preferred Stock or options during the case of clause (D), (x) such Shares shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement up Period without the prior written consent of Xxxxxx (which consent may be withheld in substantially the form of Exhibit A heretoits sole discretion). For purposes of the foregoing, foregoing “Related Securities” shall mean any options or warrants or other rights to acquire Shares Common Stock or any securities exchangeable or exercisable for or convertible into SharesCommon Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesCommon Stock; provided, however, that the term “Related Securities” shall not include the Company’s Senior Common Stock, which is convertible into Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Xxxxxx waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
