Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securities; (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) 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); (viiivii) effect a reverse revise stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; , or (ixviii) 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 issue Shares upon exercise of warrants or options, 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, 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 any registration statement statements on Form S-8 or a successor form thereto with respect to any stock option, stock bonus or other stock plan or arrangement of the registration of securities to be offered under any employee benefit or equity incentive plan referred to in the Registration StatementCompany, the Time of Sale Prospectus or the Prospectus, and (D) issue shares Shares upon the exercise of common stock any warrants outstanding on the date hereof, (E) issue Shares in full or other securities issued partial satisfaction of milestone obligations due to third parties; and (F) issue, in connection with a transaction that includes a commercial relationship (including mergers or acquisitions of businesses, entities, property or other assets, joint ventures, marketing licenses, commercial relationships or distribution arrangementsstrategic alliances, collaboration agreements or intellectual property license agreementsof Shares (the shares referred to in clause (F) or any acquisition of assets or acquisition of and so issued, the “Carveout Shares”) not less than a majority or controlling portion of the equity of another entity, provided that (x) exceeding in the aggregate that number of shares issued pursuant equal to this clause (D) shall not exceed five percent (5%) of the total number of Company’s outstanding shares of common stock immediately following the issuance and sale Shares, determined as of the Securities pursuant hereto (but excluding First Closing Date, provided that the Warrant Shares) and (y) the Company shall cause each such recipient of any such shares of common stock or securities issued pursuant Carveout Shares to this clause (D) during execute and deliver to the 60Representatives a lock-day restricted period described above shall enter into an up agreement substantially in the form of Exhibit B. A hereto 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 60th 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 Piper the 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” (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 in 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 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 SharesShares 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, 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 any a registration statement on Form 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, S-8; and (D) issue shares or sell Shares or Related Securities to a third party as part of common stock or other securities issued in connection with a transaction that includes also involves a bona fide commercial relationship (including relationship, including, without limitation, a joint venturesventure, a marketing or distribution arrangementsarrangement, a collaboration agreements agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property license agreements) or any acquisition of other assets or acquisition of not less than a majority or controlling portion of the equity of another person or entity; provided, provided however, that (x) in the aggregate number case of shares issued pursuant to this clause (D) ), such Shares shall not in the aggregate exceed five percent (5%) 10% of the total number of Company’s outstanding shares of common stock immediately following Shares after giving effect to the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to Offered Shares contemplated by this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 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 or including the date hereof and continuing through and including the 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 Piper 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) 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 (ix) 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 SharesCommon Stock, Senior Common Stock or Preferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, 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, but only if the holders of such Shares Common Stock, Senior Common Stock or Preferred Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares Common Stock, Senior Common Stock or Preferred Stock or options during such the Lock-up Period without the prior written consent of Piper Xxxxxx (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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 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 Piper 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) 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 (ix) 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 SharesCommon Stock, Senior Common Stock or Preferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, 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 Common Stock, Senior Common Stock or Preferred Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares Common Stock, Senior Common Stock or Preferred Stock or options during such the Lock-up Period without the prior written consent of Piper Xxxxxx (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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 60th 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 Piper Jefferies and Barclays (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, 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 ADSs, 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 ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SecuritiesADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, 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 ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Piper Jefferies and Barclays (which consent may be withheld in its their sole discretion), ; (C) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and ; (D) issue shares of common stock ADSs, Ordinary Shares or other securities issued Related Securities in connection with a transaction that includes a commercial relationship (including joint ventures, marketing the acquisition or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, business, property, technology or other assets of another entityperson or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that (x) the aggregate number of shares issued ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (D) and (E) shall not exceed five percent (exceed, in the aggregate, 5%) % of the total number outstanding share capital of outstanding shares of common stock the Company immediately following the issuance and sale of the Securities pursuant hereto (but excluding Shares; and provided further, that the Warrant Shares) and (y) the recipient recipients of any such shares of common stock ADSs, Ordinary Shares or securities Related Securities issued pursuant to this clause clauses (D) or (E) during the 60Lock-day restricted period described above Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of Exhibit B. 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 ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and 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 the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.
Appears in 2 contracts
Samples: Argo Blockchain PLC, Argo Blockchain 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 60th 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 Piper 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” (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 in 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 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that . The foregoing shall not apply to (a) the Company may (A) effect the transactions contemplated herebyShares to be sold in this offering, (Bb) issue issuances of Shares or options Related Securities pursuant to purchase Shares, the conversion or issue Shares upon exchange of convertible or exchangeable securities or the exercise of options, pursuant to any stock option, stock bonus warrants or other stock plan or arrangement options outstanding as of the date hereof and described in the Registration StatementProspectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock or other incentive compensation pursuant to the Time terms of Sale Prospectus and any employee benefit or compensation plan, including any proposed amendments thereto, described in the Prospectus, but only if or issuances of Shares or Related Securities pursuant to the holders exercise of such options or the vesting of restricted stock or (d) 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-4 or other appropriate form with respect thereto); provided that, in the case of clause (d), recipients of such Shares or options Related Securities 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 any registration statement on Form 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 bound by the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion terms of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially lockup letter in the form of Exhibit B. E hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not exceed 5% of the total outstanding Shares. 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 ending on the 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securities; (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 or Related Securities; (vii) submit of, or 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, 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 shares, options, or options shares issued upon exercise of such options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock60-up Period day period without the prior written consent of Piper the Representatives (which consent may be withheld at the sole discretion of the Representatives) and provided, further, that nothing in its sole discretionthis subsection (m) shall prohibit the Company from (i) issuing up to 95,706 shares of Common Stock upon exercise of outstanding stock options under the Company’s stock option plans, (ii) issuing shares of Common Stock upon reinvestment of dividends under the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRSPP”), or (Ciii) file any registration statement on Form S-8 or a successor form thereto with respect to issuing partnership units of 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 of common stock or other securities issued Operating Partnership in connection with a transaction that includes a commercial relationship (including joint ventures, marketing acquisitions of real property or distribution arrangements, collaboration agreements or intellectual real property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entitycompanies, provided that (x) the aggregate number of shares partnership units issued pursuant to this clause (D) shall does not exceed five percent (5%) % of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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, SharesCommon Stock.
Appears in 2 contracts
Samples: Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage 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 60th 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 Piper 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” (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 in 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 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that . The foregoing shall not apply to (a) the Company may (A) effect the transactions contemplated herebyShares to be sold in this offering, (Bb) issue issuances of Shares or options Related Securities pursuant to purchase Shares, the conversion or issue Shares upon exchange of convertible or exchangeable securities or the exercise of options, pursuant to any stock option, stock bonus warrants or other stock plan or arrangement options outstanding as of the date hereof and described in the Registration StatementProspectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock or other incentive compensation pursuant to the Time terms of Sale Prospectus and any employee benefit or compensation plan, including any proposed amendments thereto, described in the Prospectus, but only if or issuances of Shares or Related Securities pursuant to the holders exercise of such options or the vesting of restricted stock or (d) 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-4 or other appropriate form with respect thereto); provided that, in the case of clause (d), recipients of such Shares or options Related Securities 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 any registration statement on Form 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 bound by the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion terms of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially lockup letter in the form of Exhibit B. C hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not exceed 5% of the total outstanding Shares. 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 60th 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 Piper the 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, lend, hypothecate or grant any security interest in 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 (ix) 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 issue Shares upon exercise of options, 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), and (C) file any registration statement on Form S-8 sell or issue securities in connection with an acquisition, a successor form thereto with respect to the registration merger, a consolidation or sale or purchase of securities to be offered under any employee benefit assets or equity incentive plan referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue shares of common stock or other securities issued in connection with a transaction strategic alliance, investment, loan agreement, partnership, licensing or other joint venture or strategic transaction; provided, however, that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock Shares or other securities issued pursuant to this clause (DC) during shall not exceed 5.0% of the 60-day restricted period described above shall enter into an agreement substantially total number of Shares then outstanding (determined, in the form case of Exhibit B. any 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). 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 60th 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 Piper 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” (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 in 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, 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 (ixviii) 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 SharesShares or other Related Securities, or issue Shares upon exercise of optionsoptions or other 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) 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 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 such acquisitions, but only if the holders of such Shares Shares, options or options other Related Securities agree in writing with the Underwriters Jefferies 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 Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (C) file any registration statement on Form S-8 or a successor form thereto with respect to the registration sum 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares Shares or Related Securities so issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 ending on the 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securities; (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 or Related Securities; (vii) submit of, or 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 Sharesits Common Stock, other stock awards, or issue Shares Common Stock upon exercise of optionsoptions or other stock awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, but only if (ii) 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 Company may be withheld in its sole discretion), (C) file any a registration statement on Form 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 of common its Common Stock or options to purchase its Common Stock, other stock awards, or Common Stock upon exercise of options or other securities issued stock awards, pursuant to any stock option, stock bonus or other stock plan or arrangement not described in connection with a transaction that includes a commercial relationship (including joint venturesthe Disclosure Package and Prospectus, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) so long as the aggregate number amount of shares issued such issuances pursuant to this clause (Dii) shall does not exceed five three percent (53.0 %) of the total number Company’s outstanding capital stock measured as of outstanding the Closing Date, including the Shares to be issued and sold hereunder, and (iii) the Company may issue shares of common stock immediately following 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 issuance and sale of acquisition or license by the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient Company of any business, products or technologies, so long as the aggregate amount of such shares of common stock or securities issued issuances pursuant to this clause (Diii) does not exceed ten percent (10.0 %) of the Company’s outstanding capital stock 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 60last 17 days of the 90-day restricted period described above shall enter into the Company issues an agreement substantially in earnings release or material news or a material event relating to the form of Exhibit B. For purposes Company occurs, or (y) prior to the 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in 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 (ixviii) 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 issue Shares upon exercise of options, 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 the Representatives (which consent may be withheld in its their sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 ending on and including the 60th 90th 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 Piper Jefferies and Xxxxx (which consent may be withheld in its at the sole discretion)discretion of Jefferies and Xxxxx, directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), 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, assign, transfer or establish or increase any an open “put equivalent position” (as defined in 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, lend, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, 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 of, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered SecuritiesShares); (viii) effect a reverse stock split, recapitalizationenter into any swap, share consolidation, reclassification hedge or similar transaction affecting arrangement or agreement that transfers in whole or in part, the outstanding economic risk of ownership of the Shares; , or (ix) securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company, or 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 issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Registration Statement, the Time of Sale Prospectus Company’s Amended and the ProspectusRestated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such Shares shares, options, or options shares issued upon exercise of such options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares shares or options during such Lock-up Period without the prior written consent of Piper Jefferies and Xxxxx (which consent may be withheld in its at the sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion discretion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance Jefferies and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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, SharesXxxxx).
Appears in 2 contracts
Samples: Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (Chuy's 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 60th 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 Piper 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” (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 in 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 (ix) 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 SharesRelated Securities, or issue Shares upon exercise exercise, conversion or vesting of optionsRelated 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), ; and (C) file any registration statement on Form S-8 offer, issue and sell Shares 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 of common stock or other securities issued Related Securities in connection with a transaction that includes a commercial relationship any acquisition or strategic investment (including any joint venturesventure, marketing strategic alliance or distribution arrangements, collaboration agreements or intellectual property license agreementspartnership) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that as long as (x1) the aggregate number of shares Shares issued pursuant to this clause (D) shall or issuable does not exceed five percent (5%) % of the total number of outstanding shares of common stock Shares outstanding immediately following after the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Offered Shares and (y2) the each recipient of any such shares Shares or Related Securities agrees to restrictions on the resale of common stock or securities issued pursuant to this clause (D) during that are consistent with the 60Lock-day restricted period described above shall enter into an agreement substantially in up Agreements for the form remainder of Exhibit B. 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 (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 60th 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 Piper 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” (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 in 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 (ixviii) 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 SharesShares or other Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to any one or more stock option, restricted stock bonus unit, restricted stock agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) 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 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 such acquisitions, but only if the holders of such Shares Shares, options or options other Related Securities agree in writing with the Underwriters Jefferies 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 Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (C) file any registration statement on Form S-8 or a successor form thereto with respect to the registration sum 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares Shares or Related Securities so issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 SharesShares 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, 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 any a registration statement on Form 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, S-8; and (D) issue shares of common stock or other securities issued Shares in connection with a transaction any bona fide joint venture, commercial or collaborative relationship; provided, however, that includes a commercial relationship in the case of clause (including joint venturesD), marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock immediately following on a fully-diluted basis after giving effect to the issuance and sale of the Offered Securities pursuant hereto (but excluding the Warrant Shares) contemplated by this Agreement and (y) the recipient of any such shares of common stock or securities issued pursuant recipients thereof provide to this clause (D) during the 60Representatives a signed Lock-day restricted period described above shall enter into an agreement Up Agreement in substantially in the form of Exhibit B. 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 including the date hereof and continuing through and including the 60th 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 Piper X.X. Xxxxxx, Xxxxxxxxx, BofA Securities 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” (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 in 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 SecuritiesSecurities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, 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 (ixviii) 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 issue Shares upon exercise or conversion of optionsRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if provided that, in the holders case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such Shares director or options agree executive officer agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares or options issued upon the exercise of such options) during such Lock-up Period without the prior written consent of Piper X.X. Xxxxxx, Xxxxxxxxx, BofA Securities and Stifel (which consent may be withheld in its their sole discretion), (C) file any registration statement on Form S-8 issue Shares or a successor form thereto with respect Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the registration extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of securities the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to be offered under any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equity incentive plan referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectusequipment leasing arrangements), and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued Shares pursuant to this the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (DC) and for the avoidance of doubt, that the Company shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of file any registration statement under the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient Act in respect of any such shares of common stock Shares or securities Related Securities issued pursuant to this clause (D) during the 60Lock-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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: Xenon 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in 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 (ixviii) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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.
Appears in 1 contract
Samples: Underwriting Agreement (Progenics 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 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 Piper Xxxxx Xxxxxxx and 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” (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 in 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 (ix) 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 SharesRelated Securities, or issue Shares upon exercise of optionsRelated Securities, in each case, 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 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 issue Shares or Related Securities to any registration statement on Form S-8 non-employee director pursuant to any non-employee director compensation plan 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 program described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue shares Shares pursuant to the exercise or settlement of common stock 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 merger, joint venture, strategic alliances, commercial, lending or other securities issued collaborative or strategic transaction, the creation of a Scientific Advisory Board, 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 transaction that includes a commercial relationship (including joint ventures, marketing merger or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, acquisition; provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable Related Securities (on an as-converted or exercisable for or convertible into Sharesas-exercised basis, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.as the case
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 60th 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 Piper the 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 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, lend, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or Related SecuritiesSecurities (other than as provided 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 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 SecuritiesSecurities other than as provided below; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as provided below or 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) file registration statements on Form S-8 and/or issue Shares or shares of Common Stock, restricted stock units and/or options to purchase Sharesshares of Common Stock, or issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.of
Appears in 1 contract
Samples: Underwriting Agreement (Oriental Financial 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 60th 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 Piper 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” (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 in 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 (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyhereby (including issuance of the Pre-Funded Warrants and Warrant Shares), (B) issue the Common Stock in the concurrent private placement described in the Prospectus and (C) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, 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 provided that any directors or officers who are recipients thereof have provided to 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 Representatives a signed Lock-up Period without the prior written consent of Piper (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially Up Agreement in the form of Exhibit B. 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 60th 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 Piper 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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 (ix) 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 SharesCommon Stock, or issue Shares Common Stock upon exercise of options, 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 such Shares or options agree in writing securities that are consistent with the Underwriters not to sell, offer, dispose form of or otherwise transfer any such Shares or options during such Locklock-up Period without letter set forth in Exhibit A for the prior written consent remainder of Piper (which consent may be withheld in its sole discretion)the 90-day restricted period, (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued Common Stock pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.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 60th 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 Piper 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.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 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 Piper 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” (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 in 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 (ix) 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 SharesShares or restricted stock units or performance-based stock units, or issue Shares upon exercise of optionsoptions or settlement of restricted stock units or performance-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, 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) 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 any a registration statement on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and 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 common stock the Prospectus, (F) issue Shares or other securities issued Related Securities in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition its subsidiaries of not less than a majority or controlling portion of the equity securities, business, property or other assets of another entityperson 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 venture or other strategic commercial transaction not primarily intended to raise capital between the Company and an unaffiliated third party; and provided that, provided that in the case of clauses (xF) or (G), the aggregate number of shares Shares issued or underlying such Related Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause clauses (DF) and (G) shall not exceed five percent (5%) % of the total number of Shares issued and outstanding shares of common stock immediately following prior to the issuance and sale completion of the Securities pursuant hereto transactions contemplated by this Agreement; and provided, further that in the case of clauses (but excluding the Warrant SharesF) and (y) the G), each recipient of any such shares of common stock or securities issued pursuant agrees in writing to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.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 60th 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 Piper 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” (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 in 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 Shares or for registration statements on Form S-8 with respect to Shares or Related Securities to be issued pursuant to stock splitoption, recapitalizationstock bonus or other stock plans or arrangements described in the Registration Statement, share consolidationany preliminary prospectus, reclassification or similar transaction affecting the outstanding SharesTime of Sale Prospectus and the Prospectus; or (ixviii) 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 SharesShares or other Related Securities, or issue Shares upon exercise of optionsoptions or other 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) 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 the date hereof, (D) file a Registration Statement on Form S-1 or Form S-3 with respect to the resale of up to an aggregate of 9,602,743 Shares held by certain existing stockholders of the Company, Ayer Capital Management LP and Bristol Investment Fund Ltd., and (E) 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 such acquisitions, but only if the holders of such Shares Shares, options or options other Related Securities 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.writing
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 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 Piper 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” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in 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 (ix) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 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 (Rada Electronic Industries 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 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, restricted Shares, LTIP Units and other equity-based awards pursuant to any stock optionthe 2015 Equity Incentive Plan and Shares upon the exercise, stock bonus redemption, or other stock plan exchange of convertible or arrangement exchangeable securities, including OP Units, 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 any registration statement on Form S-8 or a successor form thereto facilitate transfers of OP Units into SP Units in accordance with respect to the registration limited partnership agreement 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 Operating Partnership; (D) issue shares of common stock Shares or other securities issued convertible into or exchangeable for Shares, including OP Units, SP Units (assuming a one-for-one exchange for Shares), DownREIT OP Units and DownREIT SP Units (assuming a one-for-one exchange for Shares) (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 acquisition of assets or acquisition of the aggregate not less than a majority or controlling portion to exceed 20.0% of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 OP Units, SP Units (assuming a one-for-one exchange for Shares), or convertible intoDownREIT OP Units, Shares.DownREIT SP Units
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 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 Piper 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, lend, hypothecate or grant any security interest in 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 (ix) 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 SharesShares or restricted stock units, or issue Shares upon exercise of optionsoptions or warrants or vesting and settlement of restricted stock units, 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) issue Shares or Related Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (C), such issuances shall not be greater than 5% of the total outstanding shares of the Company immediately following the First Closing Date (giving effect to the Warrant Shares issuable upon exercise of the Warrants) and the recipients of such Shares or options Related Securities agree in writing with to be bound by the Underwriters not to sell, offer, dispose terms of or otherwise transfer any such Shares or options during such a Lock-up Period without the prior written consent of Piper (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 Up Agreement in the Registration Statement, the Time of Sale Prospectus or the Prospectus, form set forth as Exhibit C hereto and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion and deliver Warrant Shares upon exercise of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 60th 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 Piper 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” (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 in 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, 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 (ixviii) 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 SharesShares or other Related Securities, or issue Shares upon exercise of optionsoptions or other 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) 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 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 such acquisitions, but only if the holders of such Shares Shares, options or options other Related Securities agree in writing with the Underwriters Jefferies 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 Jefferies (which consent may be withheld in its sole discretion) and in the case of clause (D), (C) file any registration statement on Form S-8 or a successor form thereto with respect to the registration sum 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares Shares or Related Securities so issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 the Representatives (which consent may be withheld in its their sole discretion), ) (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For 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), (C) file one or more registration statements on Form S-8, and (D) offer, issue and sell Shares or any securities convertible into, or exercisable, or exchangeable for, Shares in connection with any merger, acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Shares issued or issuable does not exceed 5.0% of the number of Shares outstanding immediately after the issuance and sale and (y) each recipient of any such Shares issued or issuable agrees to the restrictions on the resale of securities that are consistent with the lock-up letters described in Section 6(i) hereof for the remainder of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Milestone 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 60th 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 Piper 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 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, lend, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (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) submit or 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 Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Sharesshares of Common Stock; or (ix) 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 and sell, from time to time, its Common Stock pursuant to that certain Open Market Sales AgreementSM, dated November 14, 2023, by and between the Company and Jefferies LLC, as sales agent, (C) issue shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion and sell its Common Stock to security holders of the equity Company as of another entitythe date of this Agreement, in an amount not to exceed an aggregate of $10.0 million, provided that (x) such Common Stock is sold at no less than the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) public offering price of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Offered Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common 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 60th 45th 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 Piper the 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” (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 in 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may . The foregoing sentence shall not apply to (A) effect the transactions contemplated herebySecurities to be sold hereunder, (B) issue Shares or any shares of Common Stock issued by the Company upon the exercise of options to purchase Sharesshares of Common Stock or upon the vesting of restricted stock awards, or issue Shares upon exercise in each case disclosed in the Registration Statement, the Time of optionsSale Prospectus and the Prospectus, (C) the grant of awards pursuant to any stock option, stock bonus employee benefit plans or other stock plan or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (D) the holders issuance of such Shares shares of Common Stock, of restricted stock awards or of options agree to purchase shares of Common Stock, in writing with the Underwriters not each case, 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 registered pursuant to any registration statement on Form S-8 or a successor form thereto with respect pursuant to the registration of securities to be offered under any employee benefit plans or equity incentive plan referred to arrangements described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and 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 (as extended), (F) the issuance of shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (F) and (D) issue G), the aggregate number of restricted stock awards and shares of common stock or other securities Common Stock issued in connection with a transaction that includes a commercial relationship (including joint ventureswith, marketing or distribution arrangementsissuable pursuant to the exercise of any options issued in connection with, collaboration agreements or intellectual property license agreements) or any acquisition all such acquisitions and other transactions does not exceed 5% of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued of Common Stock outstanding immediately following the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance Agreement and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.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 60th 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 Piper the 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, lend, hypothecate or grant any security interest in 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 (ixviii) 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 issue Shares upon exercise of optionsoptions or warrants, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 (ixviii) 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 issue Shares upon exercise of options, 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 Cantor (which consent may be withheld in its sole discretion), (C) file any registration statement on Form S-8 or a successor form thereto issue Shares in connection with respect to the registration acquisition of securities equipment to be offered under any employee benefit or equity incentive plan referred to used in the Registration Statement, Company’s business from and after the Time 14th day following the date of Sale Prospectus or the Prospectus, provided that the closing price of the Company’s common stock on the Business Day immediately prior to such issuance and the per Share implied valuation of such issuance is in excess of the indicative public offering price as set forth in the Final Prospectus Supplement, and provided further that the seller of such equipment agrees to be bound by the terms of this lock-up restriction for a period of 30 days, (D) issue shares of common stock the Company’s Series A Convertible Preferred Shares, at or above par, from and after the 14th day following the date of the Prospectus, (E) issue Shares pursuant to the Company’s at-the-market program from and after the 7th day following the date of the Prospectus, provided, however no sales may take place at a price that is less than the indicative public offering price as set forth in the Final Prospectus Supplement and (F) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityCompany in a private placement transaction, provided that (x) each purchaser in any such transaction agrees to be bound by the aggregate number terms of shares issued pursuant this lock-up restriction and provided that any sale of Shares to this clause (D) Company insiders shall not exceed five percent (5%) of be at a price per Share lower than the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. previous day’s closing price. 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 60th 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 Piper Jefferies and Cowen (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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 issue Shares upon conversion of outstanding shares of preferred stock, but only if the holders of such Shares Shares, options or options shares of preferred stock, as the case may be, 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 Jefferies (which consent may be withheld in its sole discretion), ; (C) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and ; (D) issue shares of common stock or other securities issued Shares in connection with a transaction that includes a commercial relationship (including joint ventures, marketing the acquisition or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, business, property, technology or other assets of another entityperson or business entity or pursuant to any 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 transaction; provided that that, in the case of immediately preceding clauses (D) and (E), (x) the aggregate number of shares Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Agreement and (y) the recipient recipients of any such shares of common stock the Shares or securities issued pursuant Related Securities provide to this clause (D) during the 60Representatives a signed Lock-day restricted period described above shall enter into an agreement substantially Up Agreement in the form set forth on Exhibit A hereto; and (F) assist any stockholder of Exhibit B. 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 that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and 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 the offering of the Offered Shares. 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 (Aerovate 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 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 Piper (1) BofA and (2) 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” (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 in 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) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 issue Shares upon exercise of options, 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 (to the extent such holders are the Company’s executive officers or directors) 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 (subject to such exceptions as may be agreed to by the Representatives in the applicable Lock-up Agreement) without the prior written consent of Piper (1) BofA and (2) Jefferies (which consent may be withheld in its their sole discretion), (C) file any a registration statement on Form S-8 or a successor form thereto with respect to the registration of any securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue 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 assist any acquisition of assets or acquisition of not less than a majority or controlling portion stockholder of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially Company in the form establishment of Exhibit 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.a
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 60th 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 Piper Jefferies and SVB 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 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 Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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 SharesCommon Stock; or (ix) 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 SharesCommon Stock, or issue Shares Common Stock upon exercise of options, 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), ; and (C) file any registration statement issue Common Stock upon exercise of Related Securities outstanding on Form 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 date hereof and described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . For purposes of the 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 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 SVB Leerink waive, in writing, such extension (which waiver may be withheld in their 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
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 Piper Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or 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 Common Stock or Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Common Stock or 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 Common Stock or 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 Common Stock or Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Shares 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 or (C) 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 Common Stock or Shares or options to purchase Common Stock or Shares, or issue Common Stock or Shares upon exercise of options, 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 Common Stock or Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or Shares or options during such Lock-up Period without the prior written consent of Piper Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or Shares or any securities exchangeable or exercisable for or convertible into Common Stock or Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock or Shares. 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 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.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 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 Piper the 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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), Prospectus and (C) file any registration statement on Form S-8 or a successor form thereto with respect to issue Shares upon the registration exercise of securities to be offered under any employee benefit or equity incentive plan referred to outstanding warrants described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 60th 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 Piper 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” (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 in 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 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 SharesShares 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, 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) issue Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Shares; (D) file any a registration statement on Form S-8 S-8; (E) issue or sell Shares or Related Securities to a successor form thereto with respect third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution 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 (E), such Shares shall not in the aggregate exceed 10% of the Company’s outstanding Common Shares after giving effect to the registration sale of securities to be offered under the Offered Shares contemplated by this Agreement; (F) issue Shares or Related Securities in connection with the settlement of any employee benefit litigation, claims or equity incentive plan referred to 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 or and the Prospectus, as agreed to by the Company and the Representatives on the date hereof; (DG) offer, grant, issue shares of common stock or other sell Shares, Related Securities or debt securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing the refinancing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion an amendment to the terms of the equity Company’s outstanding debt to Perceptive Credit Holdings, LP. provided, however, that in the case of another entityclause (G), provided that (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock immediately following Common Shares after giving effect to the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Offered Shares contemplated by this Agreement and (yH) the recipient of any such shares of common stock issue a warrant to purchase Common Shares to National Securities Corporation or securities issued pursuant to this clause (D) during the 60-day restricted period its designees as described above shall enter into an agreement substantially in the form of Exhibit B. 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
Samples: VBI Vaccines Inc/Bc
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 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 Piper Jefferies and Xxxxxxx 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 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” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any Ordinary Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in 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 (ix) 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 Ordinary Shares, grant options to purchase Ordinary Shares, restricted stock or issue Shares upon exercise of optionsrestricted stock units or other equity awards, 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 Piper Jefferies and Xxxxxxx Xxxxx (which consent may be withheld in its 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 any a registration statement on Form S-8 or a successor form thereto with respect to register Ordinary Shares issuable pursuant to the registration terms of securities to be offered under any employee benefit a share option, share bonus or equity incentive other share plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (DF) issue shares acknowledge or agree to a trading plan to be established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of common stock Ordinary Shares by certain officers 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 acquisition of assets or acquisition of not less than a majority or controlling portion directors of the equity of another entityCompany, provided that (xi) such plan does not provide for the transfer of Ordinary Shares during the 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 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 joint venture, commercial or collaborative relationship 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 that in the case of clause (G), (i) such Ordinary Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) 7.5% of the total number of Company’s outstanding shares of common stock Ordinary Shares immediately following the issuance and sale consummation of the Securities pursuant hereto (but excluding offering of the Warrant Shares) Offered Shares contemplated by this Agreement and (yii) the recipient of any such shares of common stock or securities issued pursuant thereof provide to this clause (D) during the 60-day restricted period described above shall enter into an agreement Representatives a signed letter substantially in the form of Exhibit B. 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 60th 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 Piper CF&CO (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 in 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 (ixviii) 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 issue Shares upon exercise of optionsoptions or warrants, 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), and (C) file any a registration statement on Form S-8 or a successor form thereto with respect to register Shares issuable pursuant 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion terms of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) Employee Stock Purchase Plan approved by resolution of the total number board of outstanding shares of common stock immediately following the issuance and sale directors of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. Company on May 22, 2018. 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 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 Piper 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 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, lend, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (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) submit or 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 Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Sharesshares of Common Stock; or (ix) 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 Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, 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 any registration statement on Form S-8 or a successor form thereto with respect relating to the registration of securities to be offered under any employee benefit or equity incentive plan referred to stock option plans existing on the date of this Agreement and described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, Prospectus and (D) issue shares of common stock or other securities issued Common Stock 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.a
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 60th 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 Piper the 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 Firm Securities); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 SharesShares 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, 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 any a registration statement on Form 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, S-8; and (D) issue shares of common stock or other securities issued Shares in connection with a transaction any bona fide joint venture, commercial or collaborative relationship; provided, however, that includes a commercial relationship in the case of clause (including joint venturesD), marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock immediately following on a fully-diluted basis after giving effect to the issuance and sale of the Firm Securities pursuant hereto (but excluding the Warrant Shares) contemplated by this Agreement and (y) the recipient of any such shares of common stock or securities issued pursuant recipients thereof provide to this clause (D) during the 60Representative a signed Lock-day restricted period described above shall enter into an agreement Up Agreement in substantially in the form of Exhibit B. 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 (Helius Medical 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 60th 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 Piper 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” (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 in 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, 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 issue Shares upon exercise of options, 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 provided that if the holders of such Shares or options are any of the persons set forth on Exhibit B hereto, such holders shall 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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.
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 60th 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 Piper Leerink and Cowen (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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares capital stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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 (ixviii) 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 Sharescapital stock of the Company, or issue Shares capital stock of the Company upon exercise of options, 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 capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares capital stock or options during such Lock-up Period without the prior written consent of Piper Leerink and Cowen (which consent may be withheld in its their sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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. Notwithstanding the foregoing, Leerink and Cowen hereby consent to the issuance of Ordinary Shares by the Company to Xxxxxxx-Xxxxx Squibb Company pursuant to the terms of the Share Subscription Agreement, Seventh Collaboration Warrant Agreement and/or Tenth Collaboration Warrant Agreement, each dated as of April 6, 2015 and each filed as an exhibit to the Annual Report.
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 ending on and including the 60th 180th 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 Piper the Representatives (which consent may be withheld in its at the sole discretiondiscretion of Representatives), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), 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 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, lend, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, 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 of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities); (viiiShares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 issue Shares upon exercise of options, 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 each Applicable Prospectus, but only if the holders of such Shares may file one 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 any registration statement more Registration Statements on Form S-8 or a successor form thereto with respect to and may effect the registration conversion of securities to be offered under any employee benefit or equity incentive plan referred to its preferred stock as set forth in the Registration StatementProspectus under the caption “Use of Proceeds”; provided, further, that the Time of Sale Prospectus Company may issue Shares or the Prospectusoptions, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options rights or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares to sellers in connection with acquisitions of assets or entities by the Company or any of its subsidiaries, so long as (i) the aggregate number of Shares issued in all such acquisitions does not exceed 15% of the Shares outstanding following the offering of the Offered Shares and (ii) any recipients of such Shares, options, rights, warrants or securities in any such acquisitions enter into a lock-up agreement, in a form substantially similar to acquire other securities the form of lock-up agreement attached hereto as Exhibit B, for the remainder of the Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or rights ultimately exchangeable material news or exercisable fora material event relating to the Company occurs or (ii) 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 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 convertible intothe occurrence of the material news or material event, Sharesas applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of the Representatives). 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 or including the date hereof and continuing through and including the 60th 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 Piper 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 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 Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 SharesCommon Stock, Senior Common Stock or Preferred Stock, or issue Shares Common Stock, Senior Common Stock or Preferred Stock upon exercise of options, 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 Common Stock, Senior Common Stock or Preferred Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares Common Stock, Senior Common Stock or Preferred Stock or options during such the Lock-up Period without the prior written consent of Piper Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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 Jefferies 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 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 60th 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 Piper Xxxxxxx Xxxxx (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(b16a 1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in 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 any registration statements on Form S-8 to register Shares or Related Securities to be issued pursuant to any stock option, stock bonus, employee stock purchase plan or other stock plan of the Company); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.1.1
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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 otherwise as required by the Third Amended and Restated Registration Rights Agreement dated May 1, 2021 to which the Company is a party); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may foregoing sentence shall not apply to (A) effect the transactions contemplated hereby, ; (B) issue any Shares or options to purchase Shares, or issue Shares issued upon the conversion or exercise of warrants or options, 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 Prospectus (and any announcements 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 discretionconnection therewith), ; (C) file any registration statement on Form S-8 Shares issued or a successor form thereto with respect options to the registration of securities purchase Shares or restricted stock units granted pursuant to be offered under any existing employee benefit plans of the Company referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) any Shares issued pursuant to any existing non-employee director stock plan or equity incentive dividend reinvestment plan referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) the issuance of Shares or Related Securities, or the Prospectusentry into an agreement to issue Shares or Related Securities, and (D) issue shares of common stock in connection with any merger, joint venture, strategic alliances, commercial or other securities issued collaborative 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 transaction that includes a commercial relationship (including joint ventures, marketing merger or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityacquisition, provided that (x) the aggregate number of shares issued Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (DE) hereto shall not exceed five percent (5%) 10.0% of the total number outstanding share capital of outstanding shares of common stock the Company immediately following the issuance and sale of the Securities pursuant hereto Shares or Related Securities, and provided further that the recipients thereof provide to the Representatives a signed lock-up agreement (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. the Lock-Up Agreement (as defined herein)); or (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto. 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 anything herein to the contrary, the Company may, without the prior written consent of the Representatives, issue its common shares pursuant to its At-the-Market Equity Offering Program with Cxxxx and Company, LLC, through which the Company can sell common shares by means of at-the-market offerings from time to time.
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 60th 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 Piper Jefferies and SVB 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue shares of common stock or other securities issued and sell Shares pursuant to its existing “at-the-market” offering program with Jefferies, (E) issue Shares in connection with a transaction that includes a commercial relationship the acquisition by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (including F) issue Shares or Related Securities in connection with joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions; provided that, collaboration agreements or intellectual property license agreementsin the case of immediately preceding clauses (E) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityand (F), provided that (x) the aggregate number of shares Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Agreement and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For purposes recipients of the foregoing, “Shares or 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 60th 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 Piper 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” (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 in 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 (ix) publicly viii)publicly announce the intention to do any of the foregoing; provided, however, that the Company may may, without the prior written consent of the Representatives, (A) effect the transactions contemplated hereby, (B) issue Shares or grant Shares, options to purchase SharesShares or other awards or Related Securities, or issue Shares upon exercise of options, or vesting or settlement of other awards or Related Securities, pursuant to any stock option, stock bonus bonus, stock purchase, equity incentive, or other stock or equity plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders each holder of such Shares Shares, options or options agree in writing with other awards or Related Securities enters into an agreement for the Underwriters not to sell, offer, dispose remainder of or otherwise transfer any such Shares or options during such the Lock-up Period without substantially in the prior written consent form of Piper (which consent may be withheld in its sole discretion)the Lock-up Agreement, (C) file issue any registration statement Shares upon the conversion of convertible preferred stock outstanding on Form S-8 or a successor form thereto the date of this Agreement in connection with respect to the registration of securities to be offered under any employee benefit or equity incentive plan referred to transactions contemplated by this Agreement and as disclosed in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue shares file a Registration Statement on Form S-8 relating to Shares or Related Securities granted pursuant to or reserved for issuance under any equity-based compensation plans of common stock the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or other securities issued (E) the issuance of Shares or Related Securities by the Company in connection with a transaction that includes a mergers, acquisitions or commercial relationship or strategic transactions (including including, without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity), provided that (x) the aggregate number of shares Shares issued pursuant to this clause (DE) shall does not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock Shares immediately following the issuance and sale of the Securities Offered Shares pursuant hereto (but excluding the Warrant Shares) hereto, and (y) provided further that the recipient of any such shares of common stock or securities issued pursuant to this clause (DE) during the 60-day restricted period described above shall enter into an agreement for the remainder of the Lock-up Period substantially in the form of Exhibit B. the Lock-up 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 or Form S-4); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 issue Shares upon exercise of options, 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 Piper Cantor (which consent may be withheld in its sole discretion), ) and (C) file any registration statement on Form S-8 issue common stock or a successor form thereto with respect to the registration of securities to be offered under any employee benefit convertible into or equity incentive plan referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue exercisable for shares of common stock or other securities issued in connection with a any acquisition, collaboration, licensing or other strategic transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition debt financing transaction, so long as the purpose of assets or acquisition such issuance is not solely for capital raising; provided, that in the case of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) C), such issuances shall not exceed five percent (be greater than 5%) % of the total number of outstanding shares of common stock outstanding immediately following after the issuance completion of this offering and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the 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 of common stock or securities issued pursuant to this clause (D) during the 60remainder of the Lock-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 (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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 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 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 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 Piper 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” (as defined in Rule 16a-1(b16a 1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in 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 (ixviii) 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 issue Shares upon exercise of options, 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 (C) permit or allow the holders 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 Shares plans 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)agreements, (CD) file any registration statement on Form S-8 or a successor form thereto with in respect of securities offered pursuant to the registration terms of securities existing employee benefits, (E) issue options, restricted stock units or other awards to be offered under any employee benefit newly hired employees, provided such awards do not vest or equity incentive plan referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectusare not exercisable during such 60-day period, and (DF) issue shares settle in Shares the conversion of common stock the Company’s 2.5% convertible senior notes due February 15, 2019 pursuant to the terms thereof. For the avoidance of doubt, the execution by the Company of any agreement during this 60-day period described in this Section 3(p) that obligates the Company to transfer ownership of any 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) Company shall not exceed five percent be deemed to be a breach of this Section 3(p) if the terms of such agreement provide that such transfer is effective following (5%and not during) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. this Section 3(p). 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 (and for clarity, excludes any debt securities not convertible or exchangeable for or 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 60th 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 Piper 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 shares of Common Stock or any 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 any Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares shares of Common Stock or any Related Securities; (iv) in any other way transfer or dispose of any Shares shares of Common Stock or any 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 any 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 any Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or any 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 SharesCommon Stock or any shares of preferred stock; or (ix) 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 shares of Common Stock, or options to purchase Shares, shares of Common Stock or issue Shares shares of Common Stock upon exercise of options, 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 shares of Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares Common Stock or options during such Lock-up Period without the prior written consent of Piper the Representatives (which consent may be withheld in its their sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 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 Piper the 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, lend, hypothecate or grant any security interest in 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 (ixviii) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.settlement
Appears in 1 contract
Samples: Scilex Holding Co
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 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 Piper the 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, lend, hypothecate or grant any security interest in 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); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyhereby and issue Warrant Shares, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, 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 (C) establish an at-the-market offering program with the Underwriters Representative and issue Shares pursuant to such program, provided, that the Company will not to sell, offer, dispose establish such program earlier than the 31st day of or otherwise transfer any such the lock-up period and will not issue Shares or options during such until the Lock-up Period without the prior written consent of Piper ends, and (which consent may be withheld in its sole discretion), (CD) file any a registration statement on Form S-8 or a successor form thereto with respect to beginning on March 16, 2019 solely for the registration purpose 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 registering shares of common stock or other securities issued in connection with a transaction that includes a commercial relationship under the Company’s 2020 equity incentive plan (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) resales shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any be permitted under such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. Form S-8). 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 1 contract
Samples: Underwriting Agreement (La Jolla Pharmaceutical Co)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 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 Piper Stifel and Xxxxx Fargo (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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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), and (C) file any registration statement on Form S-8 issue Shares or a successor form thereto with respect to Related Securities upon the registration conversion, exercise or exchange of convertible, exercisable or exchangeable 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion outstanding as of the equity date of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 60th 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 will not, without the prior written consent of Piper (which consent may be withheld in its sole discretion)Jefferies, 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, lend, hypothecate or grant any security interest in 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, 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), Jefferies or (C) file any registration statement on Form S-8 or a successor form thereto with respect issue Shares pursuant 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, Company’s Dividend Reinvestment and (D) issue shares of common stock or other securities issued in connection with a transaction Common Stock Purchase Plan that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of are not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any a “Request for Waiver” under such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. Plan. 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 (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 60th 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 Piper the 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” (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 in 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 (ix) 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 awards, restricted stock units, or options to purchase Shares, or issue Shares upon exercise of options, 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 any qualifying inducement award under Nasdaq rules, 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, but only if the holders of such Shares Shares, options, warrants or options preferred shares (as the case may be) 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 the Representative (which consent may be withheld in its sole discretion)) or provide the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and or pursuant to any qualifying inducement award under Nasdaq rules, (D) issue shares of common stock or other securities issued Shares in connection with a transaction that includes a commercial relationship (including joint ventures, marketing the acquisition or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, business, property, technology or other assets of another entityperson or business entity or pursuant to any 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 transaction; provided that that, in the case of immediately preceding clauses (D) and (E), (x) the aggregate number of shares Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Agreement and (y) the recipient recipients of the Shares or Related Securities agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist 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 Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or securities issued otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to this clause (D) during the 60terms of the Lock-day restricted period described above shall enter into an agreement substantially Up Agreement between such stockholder and the Underwriters in connection with the form offering of Exhibit B. the Offered Shares. 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 60th 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 Piper 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 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 Piper the Representatives (which consent may be withheld in its sole discretion), (C) file issue Shares or Related Securities to any registration statement on Form S-8 non-employee director pursuant to any non-employee director compensation plan 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 program described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue shares Shares pursuant to the exercise or settlement of common stock 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 merger, joint venture, strategic alliances, commercial, lending or other securities issued collaborative or 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 transaction that includes a commercial relationship (including joint ventures, marketing merger or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, acquisition; provided that (x) the aggregate number of shares issued Shares or Related Securities (on an as-converted or as-exercised basis, as the case may be) that the Company may issue or agree to issue pursuant to this clause (DF) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock of the Company immediately following the issuance and sale completion of the Securities pursuant hereto (but excluding transactions contemplated by this Agreement and that each recipient thereof provides to the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60Representatives a signed Lock-day restricted period described above shall enter into an agreement up Agreement substantially in the form of Exhibit B. 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 60th ninetieth (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 Piper 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, lend, hypothecate or grant any security interest in 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 (ixviii) 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 SharesShares 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, but only if Prospectus or hereafter disclosed in a filing incorporated by reference into 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), Registration Statement; (C) file any registration statement statements on Form 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, amendments thereto; and (D) issue shares of common stock or other securities issued Shares in connection with a transaction that includes a any bona fide joint venture, commercial or collaborative relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements the acquisition or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, businesses, property or other assets of another entityperson or entity pursuant to any employee benefit plan assumed by the Company in connection with such acquisition; provided, provided however, that in the case of clause (D), (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant on a fully-diluted basis after giving effect to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.the
Appears in 1 contract
Samples: Underwriting Agreement (Pacific Biosciences of California, 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 60th 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 Piper 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 Up Period without the prior written consent of Piper the Representatives (which consent may be withheld in its their sole discretion), (C) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and (D) issue shares of common stock or other securities issued Shares in connection with a transaction that includes a 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 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 transactions; provided that, in the case of immediately preceding clauses (including joint venturesD) and (E), marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) 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 aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Agreement and (y) the recipient recipients of any such shares of common stock the Shares or securities issued pursuant Related Securities agree in writing to this clause (D) during be bound by the 60-day restricted period same terms described above shall enter into an agreement substantially in the form of Exhibit B. Lock-Up 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 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 Piper (which consent may be withheld in its sole discretion)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” (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 in 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 following the Aviv REIT Merger, Shares issuable in connection with stock compensation plans of Aviv); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 SharesShares or Related Securities, or issue Shares or Related Securities upon exercise of options, 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 (x) if the holders of such Shares Shares, Related Securities 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 the Representatives or (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (xy) the aggregate number of shares Shares issued, or issuable with respect to options or Related Securities issued who have not so agreed pursuant to this clause (Dx) shall does not exceed five percent (5%) 50,000 and such issuance will not trigger any filing requirement by the recipient thereof under Section 16 of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto Exchange Act, (but excluding the Warrant C) issue Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 provided that any directors or officers who are recipients thereof have provided to 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 Representative a signed Lock-up Period without Up Agreement in the prior written consent form of Piper (which consent may be withheld in its sole discretion), Exhibit C hereto and (C) file any registration statement issue Shares in connection with the exercise of those warrants issued on Form 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 May 11, 2015, as described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 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 Piper 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” (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 in 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 (ix) 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 SharesShares or restricted stock units or performance-based stock units, or issue Shares upon exercise of optionsoptions or settlement of restricted stock units or performance-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, 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) 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 any a registration statement on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, or inducement grants made to newly hired employees in compliance with Nasdaq rules, (E) issue and sell shares pursuant to any at-the-market sales agreement following the earlier to occur of (x) the date that is 30 days following the date of the Prospectus and (Dy) the date that the Underwriters have sold all of the Optional Shares available pursuant to Section 2(c), (F) issue shares of common stock Shares or other securities issued Related Securities in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) the acquisition by the Company or any acquisition of assets or acquisition its subsidiaries of not less than a majority or controlling portion of the equity securities, business, property or other assets of another entityperson 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 venture or other strategic commercial transaction not primarily intended to raise capital between the Company and an unaffiliated third party; and provided that, provided that in the case of clauses (xF) or (G), the aggregate number of shares Shares issued or underlying such Related Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause clauses (DF) and (G) shall not exceed five percent (5%) % of the total number of Shares issued and outstanding shares of common stock immediately following prior to the issuance and sale completion of the Securities pursuant hereto transactions contemplated by this Agreement; and provided, further that in the case of clauses (but excluding the Warrant SharesF) and (y) the G), each recipient of any such shares of common stock or securities issued pursuant agrees in writing to this clause (D) during be bound by the 60-day restricted period same terms described above shall enter into an agreement substantially in the form agreement attached hereto as Exhibit A for the remainder of Exhibit B. 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 (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 60th 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 Piper 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” (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 in 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 (ix) 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 SharesRelated Securities, or issue Shares upon exercise of optionsRelated 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 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 any registration statement on Form S-8 or a successor form thereto with respect issue Shares pursuant to the registration exercise or settlement of Related Securities, or upon the conversion of convertible securities to be offered under any employee benefit or equity incentive plan referred to outstanding on the date hereof that are described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue shares file one or more registration statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to the terms of common a stock option, stock bonus or other securities issued 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 merger, joint venture, strategic alliance, commercial, lending or other collaborative or 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 transaction that includes a commercial relationship (including joint ventures, marketing merger or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, acquisition; provided that (x) the aggregate number of shares issued Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (DE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of common stock Common Stock of the Company immediately following the issuance and sale of the Offered Shares and that each recipient thereof provides to BofA and SVB Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60a signed Lock-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. up 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 60th 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 Piper the 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” (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 in 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may . The foregoing sentence shall not apply to (A) effect the transactions contemplated herebySecurities to be sold hereunder, (B) issue Shares or any shares of Common Stock issued by the Company upon the exercise of options to purchase Sharesshares of Common Stock or upon the vesting of restricted stock awards, or issue Shares upon exercise in each case disclosed in the Registration Statement, the Time of optionsSale Prospectus and the Prospectus, (C) the grant of awards pursuant to any stock option, stock bonus employee benefit plans or other stock plan or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (D) the holders issuance of such Shares shares of Common Stock, of restricted stock awards or of options agree to purchase shares of Common Stock, in writing with the Underwriters not each case, 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 registered pursuant to any registration statement on Form S-8 or a successor form thereto with respect pursuant to the registration of securities to be offered under any employee benefit plans or equity incentive plan referred to arrangements described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and 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 (as extended), (F) the issuance of shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, (G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (F) and (D) issue G), the aggregate number of restricted stock awards and shares of common stock or other securities Common Stock issued in connection with a transaction that includes a commercial relationship (including joint ventureswith, marketing or distribution arrangementsissuable pursuant to the exercise of any options issued in connection with, collaboration agreements or intellectual property license agreements) or any acquisition all such acquisitions and other transactions does not exceed 5% of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued of Common Stock outstanding immediately following the offering of the Offered Shares pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance Agreement and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such the shares of common stock or securities issued pursuant Common Stock agrees in writing to this clause (D) during be bound by the 60-day restricted period same terms described above shall enter into an agreement substantially in the form of agreement attached hereto as Exhibit B. D or (H) the Share Repurchase. 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 60th 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 Piper the 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, lend, hypothecate or grant any security interest in 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 publicly 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 any registration statement on Form S-8) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing during the Lock-up Period); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyby this Agreement, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan plan, or upon exercise of options or rights to acquire certain shares of the Company pursuant to the SAFEs, or other arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares Shares, options or options rights to acquire certain shares of the Company pursuant to the SAFEs, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such the Lock-up Period without the prior written consent of Piper Berenberg (which consent may be withheld in its sole discretion), ) and (C) file any registration statement on Form S-8 or issue warrants pursuant to a successor form thereto with respect to subscription agreement, dated as of the registration date 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) or issue shares Shares upon the exercise 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. warrants. For purposes of the foregoing, “Related Securities” shall mean any options or warrants options, warrants, rights to acquire certain shares of the Company pursuant to the SAFEs 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: Nuvo Group (Nuvo Group 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 60th 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 Piper 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares capital stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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 (ixviii) 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 Sharescapital stock of the Company, or issue Shares capital stock of the Company upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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
Samples: uniQure 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 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 (ixviii) publicly announce the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (c) grants of options, restricted stock or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in effect on the date hereof, provided that the Company shall cause each recipient of such grant, provided such recipient is a Section 16 officer or a director of the Company, to execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (d) Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or the entrance into an agreement to issue Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative 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 Common Stock or any securities convertible into, howeveror exercisable or exchangeable for, Common Stock that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options agree to purchase Shares, or issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (Dd) shall not exceed five percent (5%) 10% of the total number outstanding share capital of outstanding shares of common stock the Company immediately following the issuance and sale of the Securities pursuant hereto (but excluding Shares; and provided further, that the Warrant Shares) and (y) the recipient recipients of any such shares of common stock or Common Stock and securities issued pursuant to this clause (Dd) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For purposes A hereto on or prior to such issuance, or (e) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the foregoingCompany pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, “Related Securities” provided that (i) such plan does not provide for the transfer of Common Stock during the 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 mean any options or warrants or other rights include a statement 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, Sharesthe effect that no transfer of Common Stock may be made under such plan during 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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)Period, (C) file any registration statement a Registration Statement on Form S-8 or a successor form thereto with respect relating to the registration of securities Shares granted pursuant to be offered or reserved for issuance under any employee benefit or equity incentive plan referred to in stock-based compensation plans of the Registration Statement, the Time of Sale Prospectus or the Prospectus, Company and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in providing for the form of Exhibit B. For purposes of sale or issuance by 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.Company
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 60th 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 Piper 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” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares capital stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares 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) submit or 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 (ixviii) 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 Sharescapital stock of the Company, or issue Shares capital stock of the Company upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. . 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 60th 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 Piper Jefferies and SVB 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” (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 in 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 (ix) 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, options to purchase SharesShares or other awards or Related Securities, or issue Shares upon exercise of options, or vesting or settlement of other awards or Related Securities, pursuant to any stock option, stock bonus bonus, stock purchase, equity incentive, or other stock or equity plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders holder of such Shares Shares, options or options agree other awards or Related Securities, as the case may be, agrees in writing with the Underwriters Representatives 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 Jefferies and SVB Leerink (which consent may be withheld in its their sole discretion), ; (C) issue any Shares upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the transactions contemplated by this Agreement and as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus; (E) 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 employee benefit plan assumed by the Company in connection with any such acquisition; (F) 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 transaction; provided that, in the case of immediately preceding clauses (E) and (D) issue shares F), the aggregate number of common stock Shares issued or other securities underlying such Related 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 acquisition of assets or acquisition of all such acquisitions and other transactions does not less than a majority or controlling portion exceed 5 % of the equity of another entity, provided that (x) the aggregate number of shares issued Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Offered Shares pursuant to this clause (D) Agreement and provided further that the Company shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the cause each recipient of any such shares of common stock to execute and deliver to the Underwriters, on or securities issued pursuant prior to this clause (D) during the 60such issuance, a “lock-day restricted period described above shall enter into an agreement up” agreement, substantially in the form of Exhibit B. A hereto; and (G) assist 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 that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and 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 the offering of the Offered Shares. 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 (Theseus 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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) issue Shares upon the exercise of outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, but however, under clauses (B) and (C) above, only if the holders recipients of such equity awards or 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 the Representatives (which consent may be withheld in its their sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 60th 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 Piper 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” (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 in 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 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 SharesShares 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, 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) issue Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Shares; (D) file any a registration statement on Form S-8 S-8; (E) issue or sell Shares or Related Securities to a successor form thereto with respect third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution 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 (E), such Shares shall not in the aggregate exceed 10% of the Company’s outstanding Common Shares after giving effect to the registration sale of securities to be offered under the Offered Shares contemplated by this Agreement; (F) issue Shares or Related Securities in connection with the settlement of any employee benefit litigation, claims or equity incentive plan referred to 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 or and the Prospectus, as agreed to by the Company and the Representatives on the date hereof; and (DG) offer, grant, issue shares of common stock or other sell Shares, Related Securities or debt securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing the refinancing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion an amendment to the terms of the equity Company’s outstanding debt to Perceptive Credit Holdings, LP. provided, however, that in the case of another entityclause (G), provided that (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of Company’s outstanding shares of common stock immediately following Common Shares after giving effect to the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to Offered Shares contemplated by this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 on the terms of the Form of Lock-up Period without the prior written consent of Piper (which consent may be withheld Agreement in its sole discretion)Exhibit A hereto, (C) file any a registration statement on Form S-8 or a successor form thereto with respect to the registration of any securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and Prospectus (D) sell or issue shares of common stock or other securities issued enter into an agreement to sell or issue Shares or Related Securities in connection with a transaction that includes a commercial relationship (including bona fide mergers or acquisitions, joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions (whether by means of merger, collaboration agreements stock purchase, asset purchase or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entityotherwise), provided provided, that (x) the aggregate number of shares issued Shares or Related Securities that the Company may sell or issue or agree to sell or issue pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock the Company’s Common Stock issued and outstanding immediately following the issuance and sale completions of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the transactions contemplated by this Agreement and, provided further, that each recipient of any such shares of common stock Shares or securities issued Related Securities pursuant to this clause (D) during the 60shall execute a lock-day restricted period described above shall enter into an up agreement substantially in the form of Exhibit B. 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 (El Pollo Loco 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 60th 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 Piper 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 positionposition ” (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 in 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); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 issue Shares upon exercise of options, 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 any registration statement on Form S-8 or a successor form thereto with respect issue Shares pursuant to the registration exercise of securities to be offered under any employee benefit or equity incentive plan referred to warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue Shares and Related Securities pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such Shares or Related Securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days following the date of the Prospectus, and provided that any such issuance shall only be to a Person (Dor to the equity holders of a Person) issue shares which is, itself or through its subsidiaries, an operating company or an owner of common stock or other securities issued an asset in connection a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing Shares or Related Securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided, however, that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares Shares and Related Securities issued pursuant to or sold under this clause subsection (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock Common Stock outstanding immediately prior to giving effect to such sale or issuance; and (E) issue Shares or Related Securities to consultants, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days following the issuance and sale date of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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
Samples: CohBar, 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares in, or Related Securities; (iv) 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); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixvii) 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 issue Shares upon exercise of warrants or options, 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, 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 any registration statement statements on Form S-8 or a successor form thereto with respect to any stock option, stock bonus or other stock plan or arrangement of the registration of securities to be offered under any employee benefit or equity incentive plan referred to in the Registration StatementCompany, the Time of Sale Prospectus or the Prospectus, and (D) issue shares Shares upon the exercise of common stock any warrants outstanding on the date hereof, (E) issue Shares in full or other securities issued partial satisfaction of milestone obligations due to third parties; and (F) issue, in connection with a transaction that includes a commercial relationship (including mergers or acquisitions of businesses, entities, property or other assets, joint ventures, marketing licenses, commercial relationships or distribution arrangementsstrategic alliances, collaboration agreements or intellectual property license agreementsof Shares (the shares referred to in clause (F) or any acquisition of assets or acquisition of and so issued, the “Carveout Shares”) not less than a majority or controlling portion of the equity of another entity, provided that (x) exceeding in the aggregate that number of shares issued pursuant equal to this clause (D) shall not exceed five percent (5%) of the total number of Company’s outstanding shares of common stock immediately following the issuance and sale Shares, determined as of the Securities pursuant hereto (but excluding First Closing Date, provided that the Warrant Shares) and (y) the Company shall cause each such recipient of any such shares of common stock or securities issued pursuant Carveout Shares to this clause (D) during execute and deliver to the 60Representatives a lock-day restricted period described above shall enter into an up agreement substantially in the form of Exhibit B. A hereto 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 60th 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 Jefferies and Piper (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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 1 contract
Samples: Underwriting Agreement (Marrone Bio Innovations 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 60th 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 joint written consent of Piper 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” (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 in 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may . The foregoing sentence shall not apply to (A) effect the transactions contemplated herebySecurities to be sold hereunder, (B) issue Shares or any shares of Common Stock issued by the Company upon the exercise of options to purchase Sharesshares of Common Stock or upon the vesting of restricted stock awards, or issue Shares upon exercise in each case disclosed in the Registration Statement, the Time of optionsSale Prospectus and the Prospectus, (C) the grant of awards pursuant to any stock option, stock bonus employee benefit plans or other stock plan or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (D) the holders issuance of such Shares shares of Common Stock, of restricted stock awards or of options agree to purchase shares of Common Stock, in writing with the Underwriters not each case, 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 registered pursuant to any registration statement on Form S-8 or a successor form thereto with respect pursuant to the registration of securities to be offered under any employee benefit plans or equity incentive plan referred to arrangements described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (DE) issue the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock Common Stock; provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such plan does not require or otherwise result in any public filing or other securities issued public announcement of such plan during such Lock-up Period (as extended), (F) the issuance of shares of Common Stock in connection with a transaction that includes a commercial relationship the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (including G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.other
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 60th 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 Piper X.X. Xxxxxx Securities, LLC and Citigroup Global Markets 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” (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 in 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 (ixviii) 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 SharesShares or restricted stock units, or issue Shares upon exercise of options, 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 provided that any executive officers (as defined in Section 16 of the holders of such Shares Exchange Act) or options agree in writing with the Underwriters not directors who are recipients thereof provide to sellX.X. Xxxxxx Securities, offer, dispose of or otherwise transfer any such Shares or options during such LLC and Citigroup Global Markets Inc. a signed Lock-up Period without Up Agreement in the prior written consent form of Piper (which consent may be withheld in its sole discretion)Exhibit A hereto, (C) file any registration statement on Form S-8 or a successor form thereto with respect issue Shares pursuant to the registration conversion or exchange of convertible or exchangeable 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 Prospectusexercise of warrants or options, in each case outstanding on the date hereof, and (D) issue shares of common stock or other securities issued Shares in connection with a transaction that includes a any joint venture, commercial or collaborative relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements the acquisition or intellectual property license agreements) by the Company or any acquisition of assets or acquisition of not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, property or other assets of another entityperson or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, provided however, that in the case of clause (D), (x) such Shares shall not in the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) 10% of the total number of Company’s outstanding shares of common stock immediately following on a fully diluted basis after giving effect to the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Offered Shares contemplated by this Agreement, and (y) the recipient of any such shares of common stock or securities issued pursuant recipients thereof provide to this clause (D) during the 60X.X. Xxxxxx Securities, LLC and Citigroup Global Markets Inc. a signed Lock-day restricted period described above shall enter into an agreement substantially Up Agreement in the form of Exhibit B. 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 60th day following the date of the Prospectus (such period, as extended as described below, and as modified solely with respect to clause (E) below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Piper 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” (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 in any Shares or Related Securitiesin; (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 (ixviii) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.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 60th 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 Piper 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” (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 in 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 (ix) 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 SharesRelated Securities , or issue Shares upon exercise exercise, conversion or vesting of optionsRelated 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), ; and (C) file any registration statement on Form S-8 offer, issue and sell Shares 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 of common stock or other securities issued Related Securities in connection with a transaction that includes a commercial relationship any acquisition or strategic investment (including any joint venturesventure, marketing strategic alliance or distribution arrangements, collaboration agreements or intellectual property license agreementspartnership) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that as long as (x1) the aggregate number of shares Shares issued pursuant to this clause (D) shall or issuable does not exceed five percent (5%) % of the total number of outstanding shares of common stock Shares outstanding immediately following after the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Offered Shares and (y2) the each recipient of any such shares Shares or Related Securities agrees to restrictions on the resale of common stock or securities issued pursuant to this clause (D) during that are consistent with the 60Lock-day restricted period described above shall enter into an agreement substantially in up Agreements for the form remainder of Exhibit B. 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
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 Piper the 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” (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 in 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 (ix) 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 issue Shares upon exercise of options, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.outstanding
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Hospitality 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 60th 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 Piper Jefferies and SVB 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” (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 in 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 (ix) 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 issue Shares upon exercise of optionsoptions or warrants, 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 provided the holders recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) file 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, (D) assist 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 Shares or options agree in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any public filing or other public announcement of such Shares or options plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of Piper (which consent may be withheld the lock-up agreement between such stockholder and the Underwriters in its sole discretion)connection with the offering of the Offered Shares, (C) file any registration statement on Form 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 (DE) issue shares of common stock or other securities issued Common Stock 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 the acquisition of assets or acquisition of not less than a majority or controlling portion by the Company of the equity securities, business, property or other assets of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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.person 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 60th 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 Piper 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” (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 in 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 (ixviii) 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 issue Shares upon exercise of options, 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)Period, (C) file any registration statement a Registration Statement on Form S-8 or a successor form thereto with respect relating to the registration of securities Shares granted pursuant to be offered or reserved for issuance under any employee benefit or equity incentive plan referred to in stock-based compensation plans of the Registration Statement, the Time of Sale Prospectus or the ProspectusCompany, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in providing for the form of Exhibit B. For purposes of sale or issuance by the foregoingCompany of, “Related Securities” shall mean any options and sell or warrants or other rights to acquire issue, 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 60th 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 Piper 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 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 Common Stock or Related Securities; (iii) pledge, lend, hypothecate or grant any security interest in any Shares shares of Common Stock or Related Securities; (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 SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Securities and the Warrant 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 SecuritiesSecurities or the Warrant Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding SharesCommon Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby (including the issuance of Warrant Shares upon exercise of the Pre-Funded Warrants); (B) issue Shares shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package 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) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file any one or more registration statement statements on Form S-8 or a successor form thereto with respect to the registration of securities any Shares or Related Securities issued or issuable pursuant to be offered under any employee benefit stock option, stock bonus, or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus, and ); (DE) issue shares of common stock or other securities issued Common Stock in connection with a transaction that includes a 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 employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (including joint venturesE) and (F), marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Offered Securities pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) Agreement and (y) the recipient recipients of any such the shares of common stock Common Stock or securities issued Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (DG); or (H) during effect sales pursuant to the 60-day restricted Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period described above shall enter into an agreement substantially in of 30 days from the form date of Exhibit B. the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesshares of Common 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 60th 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 Piper CF&CO (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 positionposition ” (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 in 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 (ixviii) 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 issue Shares upon exercise of optionsoptions or warrants, 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 any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 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 60th 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 Piper 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” (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 in 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); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) 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 issue Shares upon exercise of options, 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 the Representatives (which consent may be withheld in its sole discretion), (C) file any one or more registration statement statements on Form 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 ProspectusS-8, and (D) offer, issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire sell 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.or exercisable, or exchangeable for, Shares in connection with any merger, acquisition or strategic investment
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 60th 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 Piper Jefferies, Evercore and Deutsche Bank (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” (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 in 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 (ixviii) 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 issue Shares upon exercise of outstanding warrants or other convertible securities, upon exercise of any options, pursuant to any stock option, stock bonus bonus, employee stock purchase 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 Jefferies (which consent may be withheld in its sole discretion), ) and (C) file any a registration statement on Form S-8 or a successor form thereto with respect to register Shares issuable pursuant to the registration terms of securities to be offered under any employee benefit stock option, stock bonus or equity incentive other stock plan referred to or arrangement described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, and (D) issue 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 1 contract
Samples: Underwriting Agreement (Miragen 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 60th 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 Piper 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” (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 in 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) as contemplated by this Agreement with respect to the Offered SecuritiesShares or (B) pursuant to 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 (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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.
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 60th 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 Piper 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, lend, hypothecate or grant any security interest in 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 (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect sell the transactions contemplated hereby, Offered Shares and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, 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 the Lock-up Period without the prior written consent of Piper Cantor (which consent may be withheld in its sole discretion), (C) or file any a registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock plan or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B. 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 60th 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 Piper 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” (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 in 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); (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); (viiivii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) 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 issue Shares upon exercise of options, 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 Jefferies (which consent may be withheld in its sole discretion), ; (C) issue stock options, restricted stock units or other awards to newly hired employees, including granting inducement grant awards, as permitted by Nasdaq Stock Market Rule 5635; (D) file any registration statement on Form S-8 or a successor form thereto with in respect of securities offered pursuant to the registration terms of securities existing employee benefits or inducement grant award; (E) issue Shares upon the exchange, conversion or redemption of any of the Company’s 4.0% senior subordinated convertible notes due November 2025; (F) issuances of Shares pursuant to be offered under any employee benefit or equity incentive plan referred to the exercise of warrants outstanding on the date hereof as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, ; and (DG) issue shares of common stock Shares to one or other securities issued more counterparties in connection with a the consummation any merger, asset acquisition or other business combination transaction that includes a commercial relationship (including or any strategic partnership, joint ventures, marketing or distribution arrangementsventure, collaboration agreements or intellectual property license agreements) of any business, products or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entitytechnology; provided that, provided that with respect to this subsection (G), (x) the sum of the aggregate number of shares Shares so issued pursuant to this clause (D) during the Lock-up Period shall in the aggregate not exceed five percent (5%) 10% of the total number of outstanding shares of common stock Shares immediately following the issuance and sale completion of the Securities pursuant hereto (but excluding the Warrant Shares) this offering and (y) prior to the issuance of such Shares, each recipient of Shares agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares Shares or options during such Lock-up Period without the prior written consent of common stock or securities issued pursuant to this clause Jefferies (D) during the 60-day restricted period described above shall enter into an agreement substantially which consent may be withheld in the form of Exhibit B. 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
Samples: Underwriting Agreement (Esperion 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 60th 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 Piper 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” (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 in 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 (ix) 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 SharesShares or other Related Securities, or issue Shares upon exercise of optionsoptions or other Related Securities, pursuant to any one or more stock option, restricted stock bonus unit, restricted stock agreement or other stock plan plans or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) 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 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 such acquisitions, but only if the holders of such Shares Shares, options or options other Related Securities agree in writing with the Underwriters Jefferies and Goldman not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of Piper Jefferies and Goldman (which consent may be withheld in its their sole discretion) and in the case of clause (D), (C) file any registration statement on Form S-8 or a successor form thereto with respect to the registration sum 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares Shares or Related Securities so issued pursuant to this clause (D) shall not exceed five percent (5%) % of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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. 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 60th 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 Piper 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, lend, hypothecate or grant any security interest in any Shares or Related Securitiesin; (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 or on any successor form); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; and (B) issue Shares or options to purchase Shares, or issue Shares upon (1) exercise of warrants or options, pursuant to any stock option, stock bonus or other stock plan or arrangement and (2) exercise or conversion of any preferred stock or warrants outstanding on the date hereof, in each case as 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 Cantor (which consent may be withheld in its sole discretion), (C) file any registration statement on Form 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 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 acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (D) shall not exceed five percent (5%) of the total number of outstanding shares of common stock immediately following the issuance and sale of the Securities pursuant hereto (but excluding the Warrant Shares) and (y) the recipient of any such shares of common stock or securities issued pursuant to this clause (D) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit 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 1 contract
Samples: Underwriting Agreement (Enovix Corp)
