Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Zynerba Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (including the issuance of the Firm Warrants, any Optional Warrants and the Warrant Shares), (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, options or warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares pursuant to the Company’s 2020 Stock Option and Incentive Plan, 2020 Employee Stock Purchase Plan or any stock option, stock bonus 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to during such Lock-up Period without the prior written consent of the Representative a signed Lock-Up Agreement (which consent may be withheld in the form of Exhibit A hereto; its sole discretion), (DC) file a registration statement on Form S-8 or successor form thereto with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described relating to the Company’s 2020 Stock Option and Incentive Plan or 2020 Employee Stock Purchase Plan, (D) issue shares of Common Stock from time to time pursuant to that certain Sales Agreement, dated as of November 4, 2021, by and between the Company and Jefferies LLC, as sales agent, following the earlier to occur of (x) the Underwriters’ exercise in full of their option to purchase the Registration Statement, the Time of Sale Prospectus Optional Shares and the Prospectus; accompanying Warrants as set forth in Section 2(c) and (Ey) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, date that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately is 30 days following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.date of
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative BTIG (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or upon exercise of outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Shares, options to purchase Shares or other equity awards with respect to Shares, or issue Shares upon exercise of optionsoptions or vesting of other equity awards with respect to Shares, 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares including pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, amendments thereto that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.have
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 relating to register Shares issuable shares of Common Stock or Related Securities granted (1) pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and Prospectus or (E2) pursuant to inducement grants within the meaning of Nasdaq Listing Rule 5635(c)(4), (D) issue Shares shares of Common Stock or Related Securities in connection with any acquisition, joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entity; entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, (E) file a shelf registration statement on Form S-3 relating to shares of Common Stock or Related Securities, including any amendments and prospectuses related thereto, and (F) enter into an agreement relating to an “at the market” offering to sell shares of Common Stock or Related Securities, provided, that the Company may not sell any shares of Common Stock or Related Securities under such agreement during the Lock-up Period, provided, however, that in the case of clause (ED), the sum of (x) the aggregate number of shares of common stock of the Company so Common Stock issued shall or issuable pursuant to such transactions does not exceed 5% of the total outstanding number of shares of common stock Common Stock outstanding immediately after the issuance and sale of the Company immediately following Offered Shares and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and issue shares of non-voting common stock pursuant to the concurrent private placement described in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus Supplement, (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 provided that any newly appointed directors or officers who are the holders of such Shares or options recipient thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; up Agreement, (C) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereofhereof that are described in the Registration Statement, but only if Time of Sale Prospectus and the holders of such Shares Prospectus, provided that any newly appointed directors or options officers who are the recipient thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; up Agreement, (D) issue Voting Shares in connection with a conversion of Non-Voting Shares, (E) file a one or more registration statement statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and one or more registration statements on Form S-3 to register shares of non-voting common stock issued pursuant to the concurrent private placement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Final Prospectus Supplement, provided that (1) no sale of Shares or Related Securities may occur under any such registration statement on Form S-3 during the Lock-up Period and (E2) any such registration statement on Form S-3 will include a statement that no sale of Shares or Related Securities may occur under such registration statement during the Lock-up Period, (F) facilitate the transfer or disposition of, Shares solely to the extent necessary to satisfy income tax withholding and remittance obligations in connection with the vesting or settlement of Related Securities, provided the details of such obligations were previously communicated to the Representatives, and (G) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, commercial strategic alliances, commercial, lending or other collaborative relationship or strategic transaction or the acquisition or license by the Company of the securitiesbusiness, property, business technology or other assets of another person individual or entityentity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, provided that in the case of clause (E), the sum of the aggregate number of shares of common stock of Shares or Related Securities that the Company so issued may issue or agree to issue pursuant to this clause (G) shall not exceed 57.5% of the total outstanding shares of common stock of the Company immediately following the completion issuance of this offering of the Offered Securities; Shares and provided further, that the holders of such Shares or options have provided each recipient thereof provides to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A heretoup Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided agree in writing with the Underwriter not to the Representative a signed sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of the Underwriter (which consent may be withheld in the form of Exhibit A heretoits sole discretion); and (C) issue and sell Common Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding At Market Issuance Sales Agreement among the Company and Cantor, Xxxxxxxxx LLC, X. Xxxxx FBR, Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc., Xxxxxxx Xxxxx & Associates, Inc., Ladenburg Xxxxxxxx & Co. Inc. and X.X. Xxxxxxxxxx & Co., LLC dated May 26, 2017 and the related prospectus supplement, provided that no such Common Shares may be sold during the period commencing on and including the date hereof, but only if hereof and continuing through and including the holders 45th day following the date of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and Credit Suisse (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 the holders of such Shares provided that any directors or options officers who are recipients thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A C hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (E) issue Shares unregistered shares of common stock of the Company in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% ten percent (10%) of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement hereof and described in the form Registration Statement, the Time of Exhibit A hereto; Sale Prospectus and the Prospectus, (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Shares outstanding shares immediately prior to such issuance, (F) issue and sale Shares pursuant to that certain At Market Issuance Sales Agreement, dated November 3, 2014, by and between the Company and MLV & Co. LLC, (G) issue Shares in connection with the proposed acquisition of common stock Virttu Biologics Limited as contemplated by that certain binding term sheet, dated November 15, 2016, by and among Sorrento Therapeutics, Inc., TNK Therapeutics, Inc. and Virttu Biologics Limited, (H) issue Shares in connection with the proposed acquisition of Semnur Pharmaceuticals, Inc. as contemplated by that certain binding term sheet, dated August 15, 2016, by and among Sorrento Therapeutics, Inc., Scintilla Pharmaceuticals, Inc. and Semnur Pharmaceuticals, Inc., (I) issue Shares upon the achievement of certain milestones pursuant to that certain Stock Purchase Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc., Scilex Pharmaceuticals Inc., the stockholders of Scilex Pharmaceuticals Inc. party thereto and SPI Shareholders Representative, LLC, as representative of the Company immediately following stockholders of Scilex Pharmaceuticals Inc. party thereto, and (J) issue Shares pursuant to that certain Stock Purchase Agreement, dated as of August 7, 2015, by and among TNK Therapeutics, Inc., BDL Products, Inc., the completion stockholders of this offering of Offered Securities; BDL Products, Inc., Xxxxxxx Xxxxxxxx, M.D., Ph.D. as the Stockholders’ Representative and provided furtherSorrento Therapeutics, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoInc., as amended. 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. Nothing in this Section 3(p) shall prevent the Company from filing any registration statements on Form S-8, including any related reoffer prospectus in accordance with Forms S-8 and S-3, or S-4 relating to the issuance of securities pursuant to clauses (A), (B), (C), (D), (E), (F), (G), (H), (I) or (J) set forth in this Section 3(p).
Appears in 1 contract
Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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 shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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) file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesShares or (B) pursuant to a registration statement on Form S-8); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares shares of Common Stock or Related Securities 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 assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,170,660 shares of Common Stock and (y) the recipients thereof provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto and (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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 (Heron 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 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may, without the prior written consent of Jefferies and Cowen, (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement in the form of Exhibit A hereto; up Period and (DC) file a registration statement Registration Statement on Form S-8 relating to register Shares issuable granted pursuant to or reserved for issuance under any stock-based compensation plans of the terms of a stock option, stock bonus or other stock plan or arrangement Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Avalanche Biotechnologies, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, outstanding options or warrants or (ii) issue options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, so long as, in the case of (i), the outstanding options or warrants are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of (ii), except for the awards described in the next succeeding sentence, such awards do not vest or do not become exercisable during the lock-up period and the plans or arrangements under which they are made are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company may issue compensatory stock awards to its directors, but only if including the holders director who also serves as chief executive officer, as contemplated by its proxy statement filed on October 14, 2011, so long as each recipient of any such Shares or options award shall have provided to executed for the Representative benefit of the Underwriters a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. 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 ending on the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative Cxxxx (which consent may be withheld in its at the sole discretiondiscretion of Cxxxx), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 of, or Related Securities; (vii) file any registration statement other than a registration statement on Form S-8 under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of Common Stock, Class B Common Stock, par value $0.01 per share (the “Class B 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 Shares); ) or (viii) publicly announce the intention to do any of the foregoingClass B Common Stock; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or restricted shares of its Common Stock, options to purchase Sharesits Common Stock, or issue Shares shares of its 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 shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options have provided during such 180-day period without the prior written consent of Cxxxx (which consent may be withheld at the sole discretion of Cxxxx). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative a signed Lockand any co-Up Agreement in managers and each individual subject to the form of Exhibit A hereto; (C) issue Shares restricted period pursuant to the conversion or exchange lock-up letters described in Section 5(h) with prior notice of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided announcement that gives rise to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company an extension of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 relating to register Shares issuable shares of Common Stock or Related Securities granted (1) pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and Prospectus or (E2) pursuant to inducement grants within the meaning of Nasdaq Listing Rule 5635(c)(4), (D) issue Shares shares of Common Stock or Related Securities in connection with any acquisition, joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entity; entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, (E) file a shelf registration statement on Form S-3 relating to shares of Common Stock or Related Securities, including any amendments and prospectuses related thereto, and (F) enter into an agreement relating to an “at the market” offering to sell shares of Common Stock or Related Securities, provided, that the Company may not sell any shares of Common Stock or Related Securities under such agreement during the Lock-up Period, provided, however, that in the case of clause (ED), the sum of (x) the aggregate number of shares of common stock of the Company so Common Stock issued shall or issuable pursuant to such transactions does not exceed 5% of the total outstanding number of shares of common stock Common Stock outstanding immediately after the issuance and sale of the Company immediately following Offered Shares and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.this
Appears in 1 contract
Samples: Underwriting Agreement (Zynerba Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company Such Selling Shareholder will not, without the prior written consent of the Representative ML (which consent may be withheld in its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 swap, hedge or similar arrangement or agreement transaction that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Sharesdesigned to, or issue Shares upon exercise of optionsmight reasonably be expected to, pursuant to any stock option, stock bonus or other stock plan or arrangement described result in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (Cdisposition of) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided furtherCommon Stock, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock, or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Shareholder (collectively, “Securities”), or publicly announce such Selling Shareholder’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the public offering date set forth on the Prospectus (the “Lock-Up Period”). In addition, such Selling Shareholder agrees that, without the prior written consent of ML, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (i) the Shares to be sold by the Selling Shareholders hereunder, (ii) transfers to partners or members of the Selling Shareholders, as applicable, or to acquire the estates of any such partners or members, to majority-owned subsidiaries of the Selling Shareholders, to holders of securities possessing at least 50% of the Selling Shareholders’ outstanding voting power or to entities under common control with the Selling Shareholders, (iii) the transfer of any or all of the Shares of Common Stock owned by such Selling Shareholder, either during his or her lifetime or on death, by gift, will or intestate succession to the immediate family of such Selling Shareholder or to a trust the beneficiaries of which are exclusively such Selling Shareholder and/or a member or members of his or her immediate family (for purposes of this Section 3B(a), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or (iv) any bona fide gifts to any charitable organization; provided, however, that in any such case it shall be a pre-condition to such transfer that (a) the transferee or donee executes and delivers to ML a lock-up agreement in form and substance satisfactory to ML, (b) no filing by any party (transferor, transferee, donor or donee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other securities than a filing on a Form 5, Schedule 13D or rights ultimately exchangeable Schedule 13G (or exercisable for13D A or 13G A) made after the expiration of the Lock-Up Period), (c) each party (transferor, transferee, donor or convertible intodonee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, Sharesand shall agree to not voluntarily make, any public announcement of the transfer or disposition and (d) such Selling Shareholder shall notify ML at least three business days prior to the proposed transfer or disposition. As used herein, “control” means having, directly or indirectly, the power to elect or appoint a majority of the board of directors or managing members of the person or entity or to direct or cause the direction of the management or policies of a person or entity, whether by holding voting securities, by contract or otherwise.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 Securities or the Warrant Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyhereby (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the shares of Common Stock upon exercise of outstanding warrants or upon conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders shares of such Shares or options have provided to the Representative a signed Lock-Up Agreement preferred stock described in the form of Exhibit A heretoRegistration Statement, Disclosure Package and Prospectus; (D) file a one or more registration statement statements on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described in the Registration Statement, the Time General Disclosure Package or the Prospectus (including, for the avoidance of Sale Prospectus and 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 (E) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entitybusiness entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; provided(F) issue shares of Common Stock or Related Securities in connection with any merger, howeverjoint venture, that commercial relationship or other strategic or collaborative transactions; provided that, in the case of clause immediately preceding clauses (E) and (F), (x) the sum 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 Common Stock outstanding immediately following the consummation of the offering of the Offered Securities pursuant to this Agreement and (y) the recipients of the shares of Common Stock or 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 so issued shall not exceed 5% in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the total outstanding Exchange Act for the transfer of shares of common stock Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Company immediately following Lock-up Period and (y) no public report or filing shall be made during the completion of this offering of Offered Securities; Lock-up Period unless required by the Exchange Act and provided furthersuch report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the holders of such Shares report or options have provided filing relates to the Representative circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a signed Lock-Up Agreement in period of 30 days from the form date of Exhibit A heretothe 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 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld in its the Representatives’ sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ai) 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 plan, arrangement or arrangement agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if Prospectus and (ii) Shares as part of the holders of such Shares or options have provided to equity consideration in connection with the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to Acquisition as required under the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoAcquisition 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
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or 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 of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register Shares any securities issued or issuable pursuant to the terms of a any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Time Company in the establishment of Sale Prospectus 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 Prospectus; establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and 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, (E) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entity; provided, however, that business entity or pursuant to any employee benefit plan assumed by the Company in the case of clause connection with any such acquisition or (E), the sum of the aggregate number of F) issue shares of common Common Stock, of restricted stock awards or of the Company so issued shall not exceed 5% of the total outstanding options to purchase shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided furtherCommon Stock, that the holders of such Shares in each case, in connection with joint ventures, commercial relationships (including lending relationships or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options royalty or warrants similar financing relationships) 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.strategic
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and RBC (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, 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) 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 SharesShares and other than filings of Form S-8 registration statements relating to Company Stock Plans); , or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, or grant other equity awards pursuant to any stock optionCompany Stock Plan, stock bonus or other stock plan or arrangement (C) issue Shares upon the exercise of warrants described as outstanding in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if or (D) issue Carveout Shares (as defined herein) not exceeding in the holders aggregate, after giving effect to any such issuance, that number of such shares equal to five percent (5%) of the Company’s outstanding Shares, provided that the Company shall cause each recipient of Carveout Shares or options have provided to execute and deliver to the Representative Representatives a signed Locklock-Up Agreement up agreement substantially in the form of Exhibit A hereto; (C) issue Shares pursuant to D hereto for the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company balance of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock90-Up Agreement in the form of Exhibit A heretoday restricted 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; and “Carveout Shares” shall mean Shares issued in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances.
Appears in 1 contract
Samples: Underwriting Agreement (Corbus Pharmaceuticals 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 ending on the 90th 180th day following the date of the U.S. Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative U.S. Representatives (which consent may be withheld in its sole discretionat the discretion of the U.S. Representatives), directly or indirectly: , (i) sell, offer to sell, contract to sell sell, or lend otherwise sell, dispose of, loan, pledge or grant any rights with respect to any Shares or Related Securities (as defined below); any options or warrants to purchase any Shares, or any securities convertible into or exchangeable for Shares, or (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 swap or similar other arrangement that transfers all or agreement that transfers, in whole or in part, a portion of the economic risk of consequences associated with the ownership of any Shares or Related Securities, (regardless of whether any such transaction is of these transactions are to be settled in by the delivery of Shares or such other securities, in cash or otherwise; ), or (viiii) publicly announce an intention to do any of the offering of any Shares foregoing or Related Securities; (vii) file any registration statement under the Securities Act in with respect of any Shares or Related Securities to the foregoing (other than as contemplated by this Agreement with respect to the U.S. Syndicate Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase its 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 U.S. Prospectus, but only if the holders of such Shares, options, or Shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided during such Lock-up Period without the prior written consent of the U.S. Representatives (which consent may be withheld at the discretion of the U.S. Representatives). In the event that either (1) during the last 17 days of the Lock-up Period, the Company releases earnings results or material news or a material event relating to the Representative a signed Company occurs or (2) prior to the expiration of the Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statementup Period, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by Company announces that the Company will release earnings results during the 16-day period beginning on the last day of the securitiesLock-up Period, property, business or other assets of another person or entity; provided, however, that then in either case the case of clause (E), the sum expiration of the aggregate number of shares of common stock Lock-up Period will be extended until the expiration of the Company so issued shall not exceed 5% 18-day period beginning on the date of the total outstanding shares release of common stock earnings results or the material news or the occurrence of the Company immediately following material event, as applicable, unless the completion of this offering of Offered Securities; and provided furtherU.S. Representatives waive, that the holders of in writing, such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension.
Appears in 1 contract
Samples: Underwriting Agreement (Omega Navigation Enterprises, 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 90th 180th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 of, or Related Securities; (vii) 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 Shares); , enter into any swap, hedge or (viii) similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or 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 shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options have provided during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Representative a signed Company occurs, or (ii) prior to the expiration of the Lock-Up Agreement 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 form Lock-up Period will be extended until the expiration of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding 18-day period beginning on the date hereofof the issuance of the earnings release or the occurrence of the material news or material event, but only if as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the holders sole discretion of Jefferies and Xxxxx, except that such Shares or options have provided extension will not apply if, (i) within three business days prior to the Representative a signed 15th calendar day before the last day of the Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statementup Period, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint ventureCompany delivers a certificate, commercial or collaborative relationship or acquisition or license signed by the Company Chief Financial Officer or Chief Executive Officer of the securitiesCompany, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock certifying on behalf of the Company so issued shall 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 exceed 5% applicable to any research reports relating to the Company published or distributed by any of the total outstanding shares of common stock Underwriters during the 15 days before or after the last day of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in up Period (before giving effect to such extension). The Company will provide the form Representatives with prior notice of Exhibit A hereto. For purposes any such announcement that gives rise to an extension 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, SharesLock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesShares or (B) pursuant to a registration statement on Form S-8); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares shares of Common Stock or Related Securities 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 assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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 (Heron 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 any Shares sold pursuant to this Agreement); (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or Shares, options to purchase Shares, 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 ProspectusProspectus or pursuant to inducement grants to new employees in compliance with applicable Nasdaq rules, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion conversion, vesting or exchange of any convertible convertible, vesting or exchangeable securities securities, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus or subsequently approved by the Company’s board of directors and its stockholders, and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity 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 (E), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Company’s outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares contemplated by this Agreement and provided further, that (y) the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.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 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase 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 have provided directors who are recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; and (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (ED), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Company immediately following Offered Shares and the completion of Warrant Shares contemplated by this offering of Offered Securities; Agreement, and provided further, that (y) the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein ( as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its at the sole discretiondiscretion of Jefferies), directly or indirectly: (ia) sell, offer to sell, contract to sell or lend any Shares Common Stock or Related Securities (as defined below); (iib) 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; (iiic) pledge, hypothecate or grant any security interest in any Shares Common Stock or Related Securities; (ivd) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (ve) 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; (vif) announce the offering of any Shares Common Stock or Related Securities; (viig) 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 Shares); or (viiih) publicly announce the intention to do any of the foregoing; provided, however, that the preceding sentence shall not apply to (i) the Offered Shares, (ii) the issuance by the Company may (A) effect the transactions contemplated hereby; (B) issue Shares of Common Stock or options to purchase SharesCommon Stock, or issue Shares the issuance by the Company of shares of Common Stock upon the 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.or
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock optionoption plan, 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares 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 Prospectus or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to an inducement plan or arrangement adopted by the conversion or exchange of any convertible or exchangeable securities outstanding on Company after the date hereof, but only if provided, however, that such inducement plan and/or arrangement may not exceed 500,000 shares in the holders aggregate and shall be limited to options to purchase Shares granted to employees hired after the date hereof which such options shall not vest until the expiration of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; up Period, (DC) file a registration statement on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a 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 , (ED) issue issuances of Shares or other 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) or any joint venture, commercial acquisition of assets or collaborative relationship or acquisition or license by the Company at least a controlling portion of the securities, property, business or other assets equity of another person or entity; provided, however, provided that in the case of clause (E), the sum of x) the aggregate number of shares of common stock of the Company so or securities issued pursuant to this clause (D) shall not exceed 55.0% of the total number of outstanding shares of the Company’s common stock of the Company immediately following the completion issuance and sale of this offering the Offered Shares pursuant hereto, and (y) the recipient of Offered Securities; and provided further, that the holders of any such Shares shares or options have provided to the Representative securities shall sign a signed Lock-Up Agreement in the form of attached hereto as Exhibit A hereto. A. 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 (Concert Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or 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 the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (E) after the 30th day following the date of the Prospectus, issue Shares from time to time pursuant to that certain Sales Agreement, dated as of May 20, 2021, by and among the Company, SVB Leerink LLC and Cantor Xxxxxxxxxx & Co., as sales agents and (EF) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity 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 (EF), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares contemplated by this Agreement and provided further, that (y) the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or 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 or the Prospectus, (C) adopt, subject to stockholder approval, a new equity plan designed to replace the Company’s equity plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but file a registration statement on Form S-8 relating to Shares or Related Securities granted pursuant to the Company’s equity plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such new equity plan and issue Shares or Related Securities pursuant to such new equity incentive plan, (D) issue Shares or Related Securities 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 equity plan assumed by the Company in connection with any such acquisition, which issuance shall only if be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in 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 securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; provided, however, that in the case of clause (D), (x) the aggregate number of Shares issued or issuable pursuant to such transactions does not exceed 5% of the number of Shares or options have provided outstanding immediately after the issuance and sale of the Securities and (y) the recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; , (CE) issue the issuance of Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that such securities and warrants have not been amended since the date of this Agreement to increase the number of such securities or warrants or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities or warrants, or (EF) issue acquisitions, cancellations or repurchases of Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business pursuant to employee or other assets of another person or entity; provided, however, consultant agreements that in the case of clause (E), the sum of the aggregate number of shares of common stock of permit the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of to repurchase such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoshares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. Nothing in this Section 3(o) shall prevent the Company from filing any registration statements on Form S-8, including any related reoffer prospectus in accordance with Form S-8 and S-3 or S-4 relating to the issuance of securities pursuant to clauses (A), (B), (C), (D), (E), or (F) set forth in this Section 3(o).
Appears in 1 contract
Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares); or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a 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 , (ED) issue issuances of Shares or other securities in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, a transaction that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative includes a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.commercial
Appears in 1 contract
Samples: Underwriting Agreement (Concert Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided agree in writing with the Underwriters not to the Representative a signed sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Cantor (which consent may be withheld in the form of Exhibit A hereto; its sole discretion), (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement hereof and described in the form Registration Statement, Time of Exhibit A hereto; Sale Prospectus and Prospectus, (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock stop option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (E) facilitate the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (i) such plan does not provide for the transfer of Shares during the Lock-up Period and (Eii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may be made under such plan during the Lock-up Period, (F) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (EF), the sum of the aggregate number of shares of common stock of the Company Common Stock so issued shall not exceed 57.5% of the total outstanding shares of common stock Common Stock outstanding as of the Company immediately following date hereof, and (G) sales of Shares pursuant to an “at-the-market” program, provided for the completion purpose of clause (G), such sales shall not occur until the date that is 15 days after the earlier of (i) the sale of all Firm Shares and Options Shares pursuant to this offering Agreement, or (ii) the expiration of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement option described in the form of Exhibit A heretoSection 2(c) hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may, without the consent of Jefferies, (A) effect the transactions contemplated hereby; , including the issuance and sale of the Offered Shares to be sold hereunder, (B) issue or grant Shares or Related Securities or options to purchase SharesShares or Related Securities or other equity awards, or issue Shares or Related Securities upon exercise or vesting of options, options or restricted stock units pursuant to any equity incentive, employee benefit, 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 any registration statement on Form S-8 filed by the holders of such Shares or options have provided Company with the Commission prior to the Representative date hereof (each, such a signed Lock-Up Agreement in the form of Exhibit A hereto; plan or arrangement, a “Plan”) and (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 relating to register Shares issuable granted pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with reserved for issuance under any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoPlan. 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 (Codexis 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 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its at the sole discretiondiscretion of Jefferies), directly or indirectly: , (i) sellsell (including, 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, 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 of, or Related Securities; (vii) file any registration statement (other than a universal shelf registration statement filed on or after October 1, 2011 (it being agreed, however, that no shelf take-downs are permitted during the Lock-up Period)) 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 Shares); , (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (viiiiii) 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. Notwithstanding the Registration Statementforegoing, if (i) during the last 17 days of the Lock-up Period, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares Company issues an earnings release or options have provided material news or a material event relating to the Representative a signed Company occurs or (ii) prior to the expiration of the Lock-Up Agreement 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 form Lock-up Period will be extended until the expiration of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding 18-day period beginning on the date hereofof the issuance of the earnings release or the occurrence of the material news or material event, but only if as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the holders sole discretion of Jefferies), except that such Shares or options have provided extension will not apply if, within three business days prior to the Representative a signed 15th calendar day before the last day of the Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statementup Period, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint ventureCompany delivers a certificate, commercial or collaborative relationship or acquisition or license signed by the Company Chief Financial Officer or Chief Executive Officer of the securitiesCompany, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock certifying on behalf of the Company so issued shall that (x) the Shares are “actively traded securities” (as defined in Regulation M under the Exchange Act), (y) 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 (z) the provisions of NASD Conduct Rule 2711(f)(4) are not exceed 5% applicable to any research reports relating to the Company published or distributed by any of the total outstanding shares of common stock Underwriters during the 15 days before or after the last day of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in up Period (before giving effect to such extension). The Company will provide the form Representatives with prior notice of Exhibit A hereto. For purposes any such announcement that gives rise to an extension 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, SharesLock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Sabra Health Care REIT, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Shares, options or options other rights to receive or 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange exercise of any convertible or exchangeable securities options outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; 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 alliances, commercial or other collaborative relationship or transaction, the acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.business,
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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 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, 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) issue shares of Common Stock and options, restricted stock units and other rights to receive or purchase shares of Common Stock, shares of Common Stock underlying options, restricted stock units or other rights to receive or purchase shares of Common Stock, each pursuant to any director or employee equity incentive plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the transactions contemplated herebydate hereof and described in the Time of Sale Prospectus; (B) issue Shares Common Stock pursuant to the conversion of securities or options to purchase Shares, or issue Shares upon the exercise of optionswarrants, pursuant to any stock option, stock bonus which securities or other stock plan or arrangement warrants are outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus Prospectus; and the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant adopt a new equity incentive plan, amend any existing equity incentive plan (including, without limitation, to increase the conversion or exchange number of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (Dshares reserved for issuance thereunder) and file a registration statement on Form S-8 under the Securities Act to register Shares issuable the offer and sale of securities to be issued pursuant to the terms of a stock option, stock bonus or other stock such new equity incentive plan or arrangement described in the Registration Statementamended equity incentive plan, and issue securities pursuant to such new equity incentive plan or amended equity incentive plan (including, without limitation, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number issuance of shares of common stock Common Stock upon the exercise of options or other securities issued pursuant to such new equity incentive plan or amended equity incentive plan), provided that (1) such new equity incentive plan or amended equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (C) shall not be available unless each recipient of shares of Common Stock or Related Securities, (i) pursuant to such new equity incentive plan or (ii) representing the additional shares reserved for issuance under such existing equity incentive plan pursuant to such amendment to such existing equity incentive plan, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoPeriod. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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 shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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) file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesShares or (B) pursuant to a registration statement on Form S-8); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares shares of Common Stock or Related Securities 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 assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto and (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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 (Heron 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or 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 the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of entity or pursuant to any employee benefit plan as assumed by the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.in
Appears in 1 contract
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and the Concurrent Private Placement, (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to during such Lock-up Period without the prior written consent of the Representative a signed Lock-Up Agreement (which consent may be withheld in the form of Exhibit A hereto; its sole discretion), (DC) file a registration statement on Form S-8 relating to register Shares issuable shares of Common Stock or Related Securities granted pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (ED) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (ED), the sum of (x) the aggregate number of shares of common stock of the Company so Common Stock issued shall or issuable pursuant to such transactions does not exceed 5% of the total outstanding number of shares of common stock Common Stock outstanding immediately after the issuance and sale of the Company immediately following Offered Shares and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , or inducement grants made to newly hired employees in compliance with Nasdaq rules, (ED) issue Shares in connection with and sell shares pursuant to any joint venture, commercial existing or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately future at-the-market sales agreement following the completion earlier to occur of this offering (x) the Underwriters’ exercise in full of Offered Securities; and provided further, that their option to purchase the holders of such Optional Shares or options have provided to the Representative a signed Lock-Up Agreement as set forth in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Section
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , including the issuance of any Warrant Shares, (B) issue Shares Shares, options or options other rights to receive or 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange exercise of any convertible or exchangeable securities options outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; 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 alliances, commercial or other collaborative relationship or transaction, the acquisition or license by the Company of the securitiesbusiness, property, business technology or other assets of another person individual or entity; provided, however, that the modification or refinancing of any indebtedness currently outstanding as of the date of this Agreement and as disclosed in the case Time of clause (E), Sale Prospectus or the sum assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of shares of common stock of Shares or Related Securities that the Company so issued may issue or agree to issue pursuant to this clause (E) shall not exceed 57.5% of the total outstanding shares of common stock share capital of the Company immediately following the completion issuance of this offering of the Offered SecuritiesShares; and provided further, further that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Axovant Gene Therapies Ltd.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Pxxxx Xxxxxxx (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)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares Shares, Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Shares, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B1) issue Shares Common Stock or options to purchase SharesCommon Stock or restricted stock units, or issue Shares Common Stock upon exercise of optionsoptions or upon distribution pursuant to restricted 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 provided that, in the holders case of such Shares grants of options or options have provided to restricted stock units made after the Representative a signed date hereof and during the Lock-Up Agreement up Period, such grants shall provide that they shall not be exercisable or, in the form case of Exhibit A heretorestricted stock units, that the underlying shares shall not be distributed until after the expiration of the Lock-up Period without the prior written consent of Pxxxx Xxxxxxx (which consent may be withheld in its sole discretion); (C2) issue Shares preferred stock, Common Stock or Related Securities pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus warrants or other stock plan or arrangement outstanding rights as of October 27, 2015 and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (E3) issue Shares shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities in connection with any joint venturestrategic acquisitions and licensing arrangements or agreements; provided that, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of with respect to clause (E3), the sum of the aggregate number of shares of common Common Stock, shares of preferred stock of the Company so issued convertible into Common Stock, or Related Securities shall not exceed 5% of the total outstanding shares of common stock of Common Stock outstanding on the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretodate hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or Common Stock or any securities exchangeable or exercisable for or convertible into SharesShares or Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesShares or 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 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its Jefferies’ sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (EJefferies’ sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. 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 (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase SharesShares or restricted stock units or similar equity securities, including warrants, or issue Shares upon exercise of options, restricted stock units or similar equity securities, including warrants, 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the ProspectusS-8; and (ED) issue Shares in connection with any bona fide joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entityrelationship; provided, however, that in the case of clause (ED), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Company immediately following Offered Securities contemplated by this Agreement and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided agree in writing with the Underwriters not to the Representative a signed sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (C) issue Shares in connection with the acquisition of equipment to be used in the form Company’s business from and after the 14th day following the date of Exhibit 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 the Company’s Series A hereto; Convertible Preferred Shares, at or above par, from and after the 14th day following the date of the Prospectus, (CE) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on Company’s at-the-market program from and after the 7th day following the date hereofof the Prospectus, but only if provided, however no sales may take place at a price that is less than the holders of such indicative public offering price as set forth in the Final Prospectus Supplement and (F) issue Shares or options have other securities of the Company in a private placement transaction, provided that each purchaser in any such transaction agrees to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to be bound by the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time this lock-up restriction and provided that any sale of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the to Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued insiders shall not exceed 5% of be at a price per Share lower than the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoprevious 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement ,(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 the holders of such Shares provided that any directors or options officers who are recipients thereof have provided to the Representative a signed Lock-Up Agreement in the form of attached as Exhibit A hereto; , (CD) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or exercise of warrants outstanding on the date hereofof this Agreement, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (DE) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , (EF) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entity; provided, however, that in the case of clause (EF), the sum of such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the offered Shares contemplated by this Agreement, and (G) issue unregistered shares of Common Stock of the Company immediately following in connection with the completion payment of this offering accrued dividends on shares of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement Company’s preferred stock as described in the form Registration Statement, the Time of Exhibit A heretoSale Prospectus and the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period 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 each of the Representative Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (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 have provided agree in writing with the Underwriters not to the Representative a signed sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-Up Agreement up Period without the prior written consent of each of the Representatives (which consent may be withheld in the form of Exhibit A hereto; their sole discretion) and (C) issue Shares pursuant or Related Securities to one or more counterparties in connection with the conversion consummation of a strategic partnership, joint venture, collaboration or exchange the acquisition or license of any convertible business products or exchangeable securities technology provided that the aggregate number of Shares or Related Securities issuable under this clause (C) shall not exceed five percent (5%) of the outstanding on Common Stock as of the date hereof, but only if provided further that prior to the issuance of such Shares or Related Securities, the holders of such Shares or options have provided Related Securities agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with otherwise transfer any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Related Securities during such Lock-Up Agreement up Period without the prior written consent of each of the Representatives (which consent may be withheld in the form of Exhibit A heretotheir sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Supernus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than a Form S-8 and as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to and awards under any stock option, stock bonus or other stock equity incentive 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 have provided to the Representative a signed Lock-Up Agreement Prospectus in the form ordinary course of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretobusiness. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or 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 of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register Shares any securities issued or issuable pursuant to the terms of a any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Time Company in the establishment of Sale Prospectus a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such stockholder and the Prospectus; and Underwriters in connection with the offering of the Offered Shares, (E) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.or
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; its sole discretion) and (DC) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Eiger BioPharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Cantor (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (C) issue Shares or 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), provided that (x) the aggregate number of securities issued pursuant to this clause (C) shall not represent more than 5.0% of the Representative a signed total number of then-outstanding Shares and (y) the recipient of any such securities issued pursuant to this clause (C) during the Lock-Up Agreement Period shall enter into an agreement substantially in the form of Exhibit A hereto; , and (CD) issue Shares pursuant to upon the conversion or exchange of any outstanding convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoCompany. 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 (PAVmed Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Citigroup (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; , (C) issue issues Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; and (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (ED), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Company immediately following Offered Shares contemplated by this Agreement, and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of 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)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to during such Lock-up Period without the prior written consent of the Representative a signed Lock-Up Agreement (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. 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 (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or 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 ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options have provided to agree in writing with the Representative a signed not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-Up Agreement up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A hereto; A, (C) issue Shares pursuant to the conversion or exchange of file any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 or a successor form thereto, (D) file any registration statement that the Company is required to register Shares issuable file pursuant to the terms Registration Rights Agreement dated as of a stock optionAugust 11, stock bonus or other stock plan or arrangement described in 2014, among the Registration Statement, the Time of Sale Prospectus Company and the Prospectus; Shareholders party thereto and the Warrant Agreement, dated as of July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. and (E) 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 joint venture, commercial acquisition of assets or collaborative relationship not less than a majority or acquisition or license by the Company controlling portion of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.equity of
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or 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 the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity 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 (E), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares contemplated by this Agreement and provided further, that (y) the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Aclaris Therapeutics, 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 90th 180th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its at the sole discretiondiscretion of Jefferies), 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, 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 of, or Related Securities; (vii) 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 Shares); ) or (viii) publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may (A) effect the transactions contemplated hereby; (B) 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 each Applicable Prospectus and (ii) the ProspectusCompany may issue Shares in connection with the acquisition of the assets of, but only if or a majority or controlling portion of the holders equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity if (x) the aggregate number of shares issued pursuant to this clause (ii), considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the 180-day restricted period shall not exceed 10.0% of the Shares issued and outstanding as of the date of such acquisition agreement or options have provided joint venture agreement, as the case may be, and (y) each person receiving shares pursuant to the Representative a signed Lock-Up Agreement this clause (ii) enters into an agreement in the form of Exhibit A hereto; B hereto for the balance of the Lock-up Period. Notwithstanding the foregoing, if (Ci) issue Shares pursuant during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the conversion Company occurs or exchange (ii) prior to the expiration of any convertible or exchangeable securities outstanding 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 hereofof the issuance of the earnings release or the occurrence of the material news or material event, but only if as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the holders sole discretion of such Shares or options have provided to Jefferies). The Company will provide the Representative a signed with prior notice of any such announcement that gives rise to an extension of the Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesup Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants outstanding on the date hereof, 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. 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 (Pluristem Therapeutics Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered SharesShares or (B) pursuant to a registration statement on Form S-8); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares shares of Common Stock or Related Securities 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 assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,118,282 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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 (Heron 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 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sellissue, offer to sell, issue or contract to sell or lend issue any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer transfer, issue 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) confidentially 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, Related Securities pursuant to any stock share option, stock bonus share bonus, employee share 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Shares pursuant to the conversion or exchange of any Related Securities outstanding as of the First Closing Date; (D) file a registration statement on Form S-8 to register Shares or Related Securities issuable pursuant to the terms of a share option, share bonus, employee share purchase or other share incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus; and (E) issue Shares or Related Securities in connection with any acquisition, strategic investment, joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entitylicense; provided, however, that in the case of clause (E), the sum of (x) such Shares and Related Securities shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Company’s outstanding shares of common stock Shares on a fully diluted basis after giving effect to the sale of the Company immediately following Offered Shares contemplated by this Agreement and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in substantially the form of attached as Exhibit A hereto. B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register Shares any securities issued or issuable pursuant to the terms of a any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Time Company in the establishment of Sale Prospectus 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 Prospectus; establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and 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, (E) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, propertybusiness, business property or other assets of another person or entitybusiness entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (F) issue 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; providedprovided that, however, that in the case of clause immediately preceding clauses (E) and (F), the sum aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Common Stock outstanding shares of common stock of the Company immediately following the completion of this offering of the Offered Securities; Shares and provided further, that the holders of such Shares or options have provided after giving effect to the Representative a signed Lock-Up Share Repurchase pursuant to this Agreement and the recipients of the shares of Common Stock or Related Securities agrees in writing to be bound by the same terms described in the form of agreement attached hereto as Exhibit A hereto. A. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or 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 ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options have provided to agree in writing with the Representative a signed not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-Up Agreement up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A hereto; A, (C) issue Shares pursuant to the conversion or exchange of file any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register or a successor form thereto, (D) issue Shares issuable 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 not less than a majority or controlling portion of the equity of another entity, provided that any such Shares and securities issues pursuant to this clause (D) are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the terms filing of a stock option, stock bonus or other stock plan or arrangement described any registration statement in connection therewith during the Registration Statement, the Time of Sale Prospectus Lock-up Period and the Prospectus; recipient of any such Shares and securities issued pursuant to this clause (D) during the 90th-day restricted period described above shall enter into an agreement in writing with the Representative not to sell, offer, dispose of or otherwise transfer any such Shares or securities during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), and (E) issue Shares in connection with or Related Securities upon the exercise or exchange of or conversion of any joint venturesecurities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Shares or Related Securities issued and outstanding on the date of this Agreement, commercial or collaborative relationship or acquisition or license by provided that such securities have not been amended since the Company date of this Agreement to increase the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of such securities or to decrease the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided furtherexercise price, that the holders exchange price or conversion price of such Shares securities or options have provided to extend the Representative a signed Lock-Up Agreement in the form term of Exhibit A heretosuch securities. 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 (Auris Medical Holding Ltd.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of the Representatives (which consent may be withheld in the form of Exhibit A hereto; their sole discretion), (DC) file a one or more registration statement statements on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus; and , (ED) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entitybusiness 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; providedprovided that, however, that in the case of clause immediately preceding clauses (D) and (E), the sum of (x) the aggregate number of shares of common stock of the Company so Shares issued shall or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the total aggregate number of Shares outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares pursuant to this Agreement and provided further, that (y) the holders recipients of such the Shares or options have provided Related Securities agree in writing to be bound by the Representative a signed Lock-Up Agreement same terms described in the form of agreement attached hereto as Exhibit A hereto. A. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may other than (A) to effect the transactions contemplated hereby; , (B) issue issuing 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, provided the recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) the filing of a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file assisting any stockholder of the Company in the establishment of a registration statement on Form S-8 trading plan by such stockholder pursuant to register Shares issuable Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Lock-up Agreement between such stockholder and the Prospectus; and Underwriters in connection with the offering of the Offered Shares, or (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum up to 7.5% of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Common Stock outstanding shares of common stock of the Company immediately following the completion of this offering of the Offered Securities; and Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property licenses), provided further, that the holders recipients of such Shares or options have provided to the Representative shares of Common Stock execute a signed Lock-Up up Agreement during the Lock-up Period in substantially the form of Exhibit A hereto. Notwithstanding the foregoing, from and after the 30th day following the date of the Prospectus, the Company shall be permitted to issue and sell Common Stock pursuant to its existing “at the market offering” program with Jefferies. 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 (LogicBio Therapeutics, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company and the Operating Partnership will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may and the Operating Partnership may, without the prior written consent of Jefferies or Xxxxxx Xxxxxxx (A) effect the transactions contemplated hereby; , (B) grant or issue Shares or Shares, options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock optionrestricted Shares, stock bonus or LTIP Units and 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 have provided to the Representative a signed Lockequity-Up Agreement in the form of Exhibit A hereto; (C) issue Shares based awards pursuant to the conversion 2015 Equity Incentive Plan and Shares upon the exercise, redemption, or exchange of any convertible or exchangeable securities outstanding on the date hereofsecurities, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock optionincluding OP Units, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (EC) facilitate transfers of OP Units into SP Units in accordance with the limited partnership agreement of the Operating Partnership; (D) issue Shares in connection with any joint ventureor securities convertible into or exchangeable for Shares, commercial or collaborative relationship or acquisition or license by the Company of the securitiesincluding OP Units, property, business or other assets of another person or entity; provided, however, that in the case of clause SP Units (Eassuming a one-for-one exchange for Shares), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; DownREIT OP Units and provided further, that the holders of such Shares or options have provided to the Representative DownREIT SP Units (assuming a signed Lockone-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.-one
Appears in 1 contract
Samples: Underwriting Agreement (National Storage Affiliates Trust)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares, (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); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible such Common Stock or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Xxxxxxxxx LLC (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Shares, options or options other rights to receive or 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange exercise of any convertible or exchangeable securities options outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; 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 alliances, commercial or other collaborative relationship transaction or the acquisition or license by the Company of the securitiesbusiness, property, business technology or other assets of another person individual or entityentity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, provided that in the case of clause (E), the sum of the aggregate number of shares of common stock of Shares or Related Securities that the Company so issued may issue or agree to issue pursuant to this clause (E) shall not exceed 57.5% of the total outstanding shares of common stock share capital of the Company immediately following the completion issuance of this offering of the Offered SecuritiesShares; and provided further, further that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares upon exercise of options or warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , (ED) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entitybusiness entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (E) issue shares of Common Stock or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions; providedprovided that, however, that in the case of clause immediately preceding clauses (D) and (E), (x) the sum 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 10% of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Common Stock outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares pursuant to this Agreement and provided further, that (y) the holders recipients of such Shares the shares of Common Stock or options have provided Related Securities agrees in writing to be bound by the Representative a signed Lock-Up Agreement same terms described in the form of agreement attached hereto as Exhibit A hereto. D. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to upon the conversion or exchange exercise of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (ED) issue Shares to one or more counterparties in connection with any the consummation of a strategic partnership, joint venture, commercial collaboration, merger or collaborative relationship or the acquisition or license by the Company of the securitiesany business products or technology; provided that, property, business or other assets of another person or entity; provided, however, that in the case of clause with respect to this subsection (ED), (1) the sum of the aggregate number of shares of common stock of the Company Shares so issued shall not exceed 5% of the total outstanding shares of common stock of the Company Shares immediately following the completion of this offering of Offered Securities; Shares and provided further, that (2) prior to the holders issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or options have provided to the Representative a signed otherwise transfer any such Shares during such Lock-Up Agreement in up Period without the form prior written consent of Exhibit A heretoJefferies (which consent may be withheld at the sole discretion of Jefferies). 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. Unless FINRA Rule 2711(f)(4) is inapplicable to the Underwriter, 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative GS and Jefferies (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or 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 of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 with respect to register Shares any securities issued or issuable pursuant to the terms of a any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Time Company in the establishment of Sale Prospectus a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such stockholder and the Prospectus; and Underwriters in connection with the offering of the Offered Shares, (E) issue Shares in connection with any joint venturefile an automatic shelf registration statement on Form S-3 pursuant to Rule 415 under the Securities Act, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case no offers or sales of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.of
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or 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 ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options have provided to agree in writing with the Representative a signed not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-Up Agreement up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A hereto; A, (C) issue Shares pursuant to the conversion or exchange of file any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 or a successor form thereto, (D) file any registration statement that the Company is required to register Shares issuable file pursuant to the terms Registration Rights Agreement dated as of a stock optionAugust 11, stock bonus or other stock plan or arrangement described in 2014, among the Company and the Shareholders party thereto, the Warrant Agreement, dated as of July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. and the Registration StatementRights Agreement dated as of May 2, 2018, between the Time of Sale Prospectus Company and the Prospectus; and Lincoln Park Capital Fund, LLC (“LPC”), (E) 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 joint venture, commercial acquisition of assets or collaborative relationship not less than a majority or acquisition or license by the Company controlling portion of the securities, property, business or other assets equity of another person or entity; provided, however, provided that in the case of clause (E), the sum of x) the aggregate number of shares of common stock of the Company so issued pursuant to this clause (E) shall not exceed 55.0% of the total number of outstanding shares of common stock of the Company Shares immediately following the completion issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Shares and securities issued pursuant to this offering clause (E) during the 90th-day restricted period described above shall enter into an agreement in writing with the Representative not to sell, offer, dispose of Offered Securities; and provided further, that the holders of or otherwise transfer any such Shares or options have provided securities during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), (F) issue Shares or Related Securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Shares or Related Securities issued and outstanding on the date of this Agreement and (G) issue Shares to LPC pursuant to the Representative a signed Lock-Up Purchase Agreement in between the form of Exhibit A heretoCompany and LPC dated May 2, 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative HCW (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares or registration statements on Form S-8 for inducement grants in accordance with Nasdaq Listing Rule 5635); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or Shares, options to purchase Shares or restricted stock units covering Shares, or issue Shares upon exercise of optionsoptions or settlement of restricted 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 provided that any executive officers (as defined in Section 16 of the holders of such Shares Exchange Act) or options have provided directors who are the recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities securities, the exercise of warrants or options or the settlement of restricted stock units, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; hereof and (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, propertybusinesses, business property or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares entity or options have provided pursuant to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.employee benefit plan assumed by
Appears in 1 contract
Samples: Underwriting Agreement (Vical Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or Shares, options to purchase SharesShares or restricted stock units, or issue Shares upon exercise or settlement of optionsoutstanding warrants, options or restricted stock units, in each case, pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the exercise, conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretosecurities; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus bonus, employee stock purchase or other stock incentive plan or arrangement described or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Registration
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and RBC (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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Jefferies and RBC (which consent may be withheld in the form of Exhibit A hereto; its sole discretion), (DC) file a registration statement on Form S-8 relating to register Shares issuable shares of Common Stock or Related Securities granted pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement Company’s benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (ED) issue Shares shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares entity or options have provided pursuant to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.employee benefit plan assumed by
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , including the issuance of the Warrant Shares in connection with the exercise of the Pre-Funded Warrants, (B) issue repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement, (C) issue Shares, options to purchase Shares, restricted stock units or performance-based restricted stock units, or issue Shares upon exercise of optionsoptions or settlement of restricted stock units or performance-based restricted 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 provided that any directors or options officers who are recipients thereof have provided to the Representative a signed Lock-Up Agreement in the form of attached as Exhibit A B hereto; , (CD) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or exercise of warrants outstanding on the date hereofof this Agreement, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; and (DE) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoinducement 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
Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including through, but ending on the 90th 180th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); ) or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement in up Period without the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company prior written consent of the securities, property, business or other assets of another person or entity; provided, however, that Representatives (which consent may be withheld in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, options or warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares pursuant to the Company’s 2020 Stock Option and Incentive Plan, 2020 Employee Stock Purchase Plan or any stock option, stock bonus 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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of the Representatives (which consent may be withheld in the form of Exhibit A hereto; their sole discretion), (DC) file a registration statement on Form S-8 or successor form thereto with respect to register any Shares or Related Securities issued or issuable pursuant to the terms of a any stock option, stock bonus bonus, or other stock plan or arrangement described in relating to the Registration StatementCompany’s 2020 Stock Option and Incentive Plan or 2020 Employee Stock Purchase Plan, the Time of Sale Prospectus and the Prospectus; and (ED) issue Shares shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusiness, business property or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares business entity or options have provided pursuant to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.employee benefit
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and Xxxxx (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares shares or Related Securities to any non-employee director pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Locknon-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock employee director compensation plan or arrangement program described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and , (D) issue shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof, (E) issue Shares in connection with any joint venture, commercial file one or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such more registration statements on Form S-8 to register Shares or options have provided Related Securities issued or issuable pursuant to the Representative a signed Lock-Up Agreement any plans or programs described in the form of Exhibit A hereto. For purposes of the foregoing(B) or (C) above, “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 (F) issue
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase 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 provided that any newly appointed directors or officers who are the holders of such Shares or options recipient thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; up Agreement, (C) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereofhereof that are described in the Registration Statement, but only if Time of Sale Prospectus and the holders of such Shares Prospectus, provided that any newly appointed directors or options officers who are the recipient thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; up Agreement, (D) issue Voting Shares in connection with a conversion of Non-Voting Shares, (E) file a one or more registration statement statements on Form S-8 to register Shares or Related Securities issued or issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (F) facilitate the transfer or disposition of, Shares solely to the extent necessary to satisfy income tax withholding and remittance obligations in connection with the vesting or settlement of Related Securities, provided the details of such obligations were previously communicated to the Representatives, and (EG) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securitiesstrategic alliances, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.commercial,
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Shares, (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); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares Common Stock 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 Common Stock or options have provided agree in writing with the Underwriters not to the Representative a signed sell, offer, dispose of or otherwise transfer any such Common Stock or options during such Lock-Up Agreement up Period without the prior written consent of Jefferies (which consent may be withheld in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Eits sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares 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 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may, without the consent of Jefferies and Cowen, (A) effect the transactions contemplated hereby; , including the issuance and sale of the Offered Shares to be sold hereunder, (B) issue or grant Shares or Related Securities or options to purchase SharesShares or Related Securities or other equity awards, or issue Shares or Related Securities upon exercise or vesting of options, restricted stock units or performance stock units or other equity awards pursuant to any equity incentive, employee benefit, 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 any registration statement on Form S-8 filed by the holders of such Shares or options have provided Company with the Commission prior to the Representative date hereof (each, such a signed Lock-Up Agreement in the form of Exhibit A hereto; plan or arrangement, a “Plan”) and (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 relating to register Shares issuable granted pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with reserved for issuance under any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoPlan. 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 (Codexis Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or 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 ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options have provided to agree in writing with the Representative a signed not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-Up Agreement up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A hereto; A, (C) file any registration statement on Form S-8 or a successor form thereto, (D) 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 not less than a majority or controlling portion of the equity of another entity, provided that any such Shares and securities issues pursuant to this clause (D) 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 during the Lock-up Period and the recipient of any such Shares and securities issued pursuant to this clause (D) during the 90th-day restricted period described above shall enter into an agreement in writing with the Representative not to sell, offer, dispose of or otherwise transfer any such Shares or securities during such Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion), (E) issue Shares or Related Securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Shares or Related Securities issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (F) after the 60th day following the date of the Prospectus issue Shares to Lincoln Park Capital Fund, LLC (“LPC”) pursuant to the Purchase Agreement between the Company and LPC dated May 2, 2018, and (G) after the 60th day following the date of the Prospectus issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on Sales Agreement between the date hereof, but only if the holders of such Shares or options have provided to Company and the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock optiondated November 30, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto2018. 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 (Auris Medical Holding Ltd.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative OpCo (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares or a registration statement on Form S-8 or on any successor form); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that and for the avoidance of doubt, notwithstanding anything to the contrary in this Section 3(p), the Company may may: (A) effect the transactions contemplated hereby; (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 or the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. .. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (CASI 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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative (which consent may be withheld in its at the sole discretiondiscretion of the Representative), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (Bi) 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 shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options have provided during such 90-day period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative) and (ii) file one or more selling stockholder registration statements registering the offering and sale of up to 500,000 shares of Common Stock. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; Company occurs, or (Cy) issue Shares pursuant prior to the conversion or exchange expiration of any convertible or exchangeable securities outstanding the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof, but only if last day of the holders of such Shares or options have provided to the Representative a signed Lock90-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statementday period, the Time of Sale Prospectus and restrictions imposed in this clause shall continue to apply until the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company expiration of the securities, property, business 18-day period beginning on the issuance of the earnings release or other assets the occurrence of another person the material news or entitymaterial event; provided, however, that in the case of clause (E), the sum such restrictions shall not be so extended solely by virtue of the aggregate number publishing or distribution by any Underwriter of shares of common stock any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 of the Securities Act and the Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company so issued shall not exceed 5% will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company Such Selling Shareholder will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, 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, 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 swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided furtherCommon Stock, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares shares of Common Stock, or any securities exchangeable or exercisable for or convertible into Sharesshares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to acquire do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the last day of the Lock-up Period. The foregoing sentence shall not apply to (i) the sale of Offered Shares to the Underwriters pursuant to this Agreement, (ii) the conversion of the Company's 6.75% convertible subordinated debentures due July 3, 2007 as contemplated by the Prospectus, (iii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the offering contemplated by this Agreement, (iv) the transfer of any or rights ultimately exchangeable all of the shares of Common Stock owned by such Selling Shareholder as a bona fide gift or exercisable forgifts; provided, however, that in any such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such shares except in accordance with this Section 3(B)(a) and (v) the transfer of any or convertible intoall of the shares of Common Stock owned by such Selling Shareholder as a distribution to its shareholders or members; provided, Shareshowever, that in any such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such shares except in accordance with this Section 3(B)(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 ending on and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its at the sole discretiondiscretion of Jefferies), 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, 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 of, or Related Securities; (vii) 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 Shares); ) or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, (i) pursuant to transactions relating to any director or employee stock optionoption plan, stock bonus or other stock ownership plan or arrangement dividend reinvestment plan of the Company in effect at the date of the Prospectus and described in the Registration Statement, Prospectus (including the Time issuance of Sale Prospectus securities thereunder and the Prospectusissuance of Shares upon the exercise of options issued pursuant thereto), but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (Cii) issue Shares pursuant to the conversion of securities or exchange the exercise of any convertible or exchangeable securities warrants outstanding on at the date hereof, but only if of the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement Prospectus and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and or (Eiii) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), 1) the sum of the aggregate number of shares of common stock of the Company Shares so issued shall not exceed 5% of the total outstanding shares of common stock of the Company Shares immediately following the completion of this offering of Offered Securities; Shares and provided further, that (2) prior to the holders issuance of such Shares each recipient of such Shares agrees in writing not to sell, offer, dispose of or options have provided to the Representative a signed otherwise transfer any such Shares during such Lock-Up Agreement in up Period without the form prior written consent of Exhibit A heretoJefferies (which consent may be withheld at the sole discretion of Jefferies). For purposes of Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (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 the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) 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 “Related Securitiesactively traded securities” shall mean (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any options research reports relating to the Company published or warrants distributed by the Underwriter during the 15 days before or other rights after the last day of the Lock-up Period (before giving effect to acquire Shares or such extension). The Company will provide the Underwriter with prior notice of any securities exchangeable or exercisable for or convertible into Shares, or such announcement that gives rise to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesan extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Representatives (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto; , (C) issue issues Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; and (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, propertybusinesses, business property or other assets of another person or entityentity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (ED), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 510% of the total Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Company immediately following Offered Shares contemplated by this Agreement, and (y) the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 75th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 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 have provided agree in writing with the Underwriter not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of the Underwriter (which consent may be withheld in the form of Exhibit A hereto; its sole discretion) and (DC) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Eiger BioPharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative SVB Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares Shares, options or options other rights to receive or purchase Shares, or issue Shares upon exercise of optionsoptions or vesting of restricted share units, pursuant to any share or stock option, share or stock bonus or other share or 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 Prospectus provided that any directors or options officers who are recipients thereof have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; up Agreement, (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus or any amendment to any such plan or arrangement and (ED) 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 or other collaborative relationship transaction or the acquisition or license by the Company of the securitiesbusiness, property, business technology or other assets of another person individual or entityentity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, provided that in the case of clause (E), the sum of the aggregate number of shares of common stock of Shares or Related Securities that the Company so issued may issue or agree to issue pursuant to this clause (D) shall not exceed 57% of the total outstanding shares of common stock share capital of the Company immediately following the completion issuance of this offering of the Offered Securities; and provided further, further that the holders of such Shares or options have provided recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoup Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or options to purchase 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 have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.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 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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 capital stock of the Company (the “Capital Stock”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest 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) 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or grant shares, rights to receive shares, phantom equity settleable into shares or options to purchase Sharesshares, or issue Shares shares upon settlement of phantom equity, vesting of a right to receive shares or exercise of options, pursuant to any stock optionequity compensation plans or arrangements described in the Registration Statement, stock bonus the Time of Sale Prospectus and the Prospectus or any other stock equity compensation plan or arrangement arrangement, but only if the holders of such shares, phantom equity, rights to receive shares or options listed on Exhibit B agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, rights to receive shares, phantom equity or options during such Lock-up Period without the prior written consent of Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) file any registration statement on Form S-8 or a successor form thereto, (D) issue securities issuable upon conversion of any convertible debt instruments or upon exercise of any warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares shares or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any joint venture, commercial acquisition of assets or collaborative relationship not less than a majority or acquisition or license by the Company controlling portion of the securities, property, business or other assets equity of another person or entity; provided, however, provided that in the case of clause (E), the sum of x) the aggregate number of shares of common stock of the Company so issued pursuant to this clause (E) shall not exceed 55.0% of the total number of outstanding shares of common stock of the Company immediately following the completion issuance and sale of the Offered Shares pursuant hereto and (y) the recipient of any such shares and securities issued pursuant to this offering of Offered Securities; and provided further, that clause (E) during the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement up Period shall enter into an agreement in writing with Jefferies and SVB Leerink not to sell, offer, dispose of or otherwise transfer any such shares or securities during such Lock-up Period without the form prior written consent of Exhibit A heretoJefferies and SVB Leerink (which consent may be withheld in their sole discretion), and (F) issue and sell shares pursuant to any existing or future at-the-market sales agreement following the earlier to occur of (x) the Underwriters’ exercise in full of their option to purchase the Optional Shares as set forth in Section 2(c) and (y) the date that is 30 days following the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or options, phantom equity, warrants or other rights to acquire Shares shares or any securities exchangeable or exercisable for or that are convertible or settle into Sharesshares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or that are convertible or settle into, Sharesshares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representative Mxxxxxx Lxxxx (which consent may be withheld in its at the sole discretiondiscretion of Mxxxxxx Lxxxx), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any “an open "put equivalent position” (as defined in " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (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 shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options have during such 90-day period without the prior written consent of Mxxxxxx Lxxxx (which consent may be withheld at the sole discretion of the Mxxxxxx Lxxxx) and provided, further, that nothing in this subsection (n) shall prohibit the Company from (i) issuing up to 405,428 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"), (iii) filing a universal shelf registration statement on Form S-3 the ("Shelf") with the Commission, provided that no prospectus supplement may be filed by the Company under the Shelf with the Commission during the 90-day restricted period other than a prospectus supplement to register the Representative a signed Lock-Up Agreement offer and sale of future shares under the DRSPP or (iv) in the form of Exhibit A hereto; (C) issue Shares pursuant to event that the conversion or exchange of any convertible or exchangeable securities outstanding on Company does not meet the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file requirements for filing a registration statement on Form S-8 S-3 during the 90 day restricted period, filing a Form S-1 solely to register Shares issuable the offer and sale of future shares under the DRSPP. Notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the 90-day restricted period, 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 continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement lockup letters described in the Registration Statement, the Time Section 5(k) with prior notice of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company such announcement that gives rise to an extension of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesrestricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Xxxxxxxxx LLC, Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, (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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or (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 have provided agree in writing with the Underwriters not to the Representative a signed Lock-Up Agreement in the form sell, offer, dispose of Exhibit A hereto; (C) issue Shares pursuant to the conversion or exchange of otherwise transfer any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed during such Lock-Up Agreement up Period without the prior written consent of Xxxxxxxxx LLC, Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (which consent may be withheld in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (Etheir sole discretion), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on Such Selling Stockholder will not (and including the date hereof and continuing through and including the 90th day following the date will cause any spouse or immediate family member of the Prospectus (spouse or such period being referred to herein as the “Lock-up Period”Selling Stockholder living in such Selling Stockholder’s household not to), the Company will not, without the prior written consent of the Representative BAS (which consent may be withheld in its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, 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 otherwise dispose of 2 Insert office and name of appropriate Corporate Finance professional. or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), including the filing (or participation in the filing) of a registration statement with the Commission in respect of, any shares of Common Stock, options or liquidate warrants to acquire shares of Common Stock, or decrease any “call equivalent position” securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 16a-1(b) 13d-3 under the Exchange Act) of any Shares by such Selling Stockholder (or Related Securities; (iii) pledgesuch spouse or family member), 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) 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 Shares); or (viii) publicly announce the an intention to do any of the foregoing; provided, however, that for a period commencing on the Company may date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus (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 have provided to the Representative a signed “Lock-Up Agreement in Period”). In addition, such Selling Stockholder agrees that, without the form prior written consent of Exhibit A hereto; (C) issue Shares pursuant to BAS, it will not make any demand for or exercise any right with respect to, the conversion or exchange registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares for Common Stock in connection with any joint venture, commercial registration statement that would be filed during the Lock-Up Period. The foregoing sentence shall not apply to the transfer of any or collaborative relationship or acquisition or license by the Company all of the securitiesshares of Common Stock owned by such Selling Stockholder (i) to the underwriters in connection with the offering of Shares under this Agreement, property, business or (ii) to any other assets of another person or entity, for as long as such other person or entity is controlled by such Selling Stockholder, controls such Selling Stockholder, is in common control with such Selling Stockholder or is an investment fund or similar entity managed by one or more investment managers of such Selling Stockholder or managed by the same general partner or manager as such Selling Stockholder, or by any other general partner or manager within the same group as such Selling Stockholder or its general partner, (iii) either during such Selling Stockholder’s lifetime or on death, by gift, will or intestate succession to children, stepchildren, or grandchildren (or any of their spouses), parents, stepparents, grandparents, spouse, domestic partner, siblings, in-laws or persons related by reason of legal adoption of such Selling Stockholder, (iv) to a trust the beneficiaries of which are exclusively such Selling Stockholder and/or children, stepchildren, or grandchildren (or any of their spouses), parents, stepparents, grandparents, spouse, domestic partner, siblings, in-laws or persons related by reason of legal adoption of such Selling Stockholder; provided, however, that in the case of clause (Eii), (iii) or (iv) above it shall be a condition to such transfer that (A) the sum transferee executes and delivers to BAS an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of the aggregate number lockup letters described in Section 6(l), and there shall be no further transfer of such Common Stock except in accordance with such lockup letter, (b) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period), (c) no public announcement by any party (donor, donee, transferor or transferee) shall be required by law (including, without limitation, under the Exchange Act or the Securities Act) or shall be voluntarily made in connection with such transfer or distribution and (d) such Selling Stockholder notifies BAS in writing at least two business days prior to the proposed disposition or transfer. Notwithstanding anything herein to the contrary, the restrictions set forth in the lockup letters described in Section 6(l) shall not apply to the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act, as amended; provided however, that the restrictions set forth in the lockup letters described in Section 6(l) shall apply in full force to shares of Common Stock subject to the trading plan during the Lock-Up Period. If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, 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, the restrictions imposed by the immediately preceding paragraph and the lockup letters described in Section 6(l) shall 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, unless BAS waives, in writing, such extension. Each Selling Stockholder acknowledges that the Company has agreed to provide written notice of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph to such Selling Stockholder (in accordance with Section 15 of this Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Stockholder. Such Selling Stockholder hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of the lockup letters described in Section 6(l) during the period from the date of such lockup letters to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. Such Selling Stockholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares Common Stock or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options securities convertible into 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 held by such Selling Stockholder except in compliance with the foregoing restrictions and the restrictions set forth in the lockup letters described in Section 6(l).
Appears in 1 contract
Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue Shares, rights to receive Shares, phantom equity settleable into Shares or options to purchase Shares, or issue Shares upon settlement of phantom equity or vesting of rights to receive Shares or 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 ProspectusProspectus or any compensatory equity plan, but only if the holders of such Shares, phantom equity, rights to receive Shares or options have provided agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares, rights to receive Shares, phantom equity or options during such Lock-up Period without the prior written consent of the Representative a signed Lock-Up Agreement (which consent may be withheld in its sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A hereto; A, (C) issue Shares pursuant to the conversion or exchange of file any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 or a successor form thereto, (D) file any registration statement that the Company is required to register Shares issuable file pursuant to the terms Registration Rights Agreement dated as of a stock optionAugust 11, stock bonus or other stock plan or arrangement described in 2014, among the Registration Statement, the Time of Sale Prospectus Company and the Prospectus; Shareholders party thereto and (E) 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 joint venture, commercial acquisition of assets or collaborative relationship not less than a majority or acquisition or license by the Company controlling portion of the securities, property, business or other assets equity of another person or entity; provided, however, provided that in the case of clause (E), the sum of x) the aggregate number of shares of common stock of the Company so issued pursuant to this clause (E) shall not exceed 55.0% of the total number of outstanding shares of common stock of the Company Shares immediately following the completion of this offering of Offered Securities; issuance and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes sale 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.Offered
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and Stifel (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue repurchase Shares or Related Securities pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement and (C) issue Shares, options to purchase SharesShares or restricted stock units, or issue Shares upon exercise of optionsoptions or settlement of restricted 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 provided that any directors or options officers who are recipients thereof have provided to the Representative a signed Lock-Up Agreement in the form of attached as Exhibit A hereto; , (CD) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or exercise of warrants outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up this Agreement in the form of Exhibit A hereto; and (DE) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretoinducement 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
Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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) 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 Shares and other than filings of Form S-8 registration statements relating to Company Stock Plans), (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares); , or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, or grant other equity awards pursuant to any stock optionCompany Stock Plan, stock bonus or other stock plan or arrangement (C) issue Shares upon the exercise of warrants described as outstanding in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if or (D) issue Carveout Shares (as defined herein) not exceeding in the holders aggregate, after giving effect to any such issuance, that number of such shares equal to five percent (5%) of the Company’s outstanding Shares, provided that the Company shall cause each recipient of Carveout Shares or options have provided to execute and deliver to the Representative Representatives a signed Locklock-Up Agreement up agreement substantially in the form of Exhibit A hereto; (C) issue Shares pursuant to hereto for the conversion or exchange of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company balance of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock90-Up Agreement in the form of Exhibit A heretoday restricted 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; and “Carveout Shares” shall mean Shares issued in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances.
Appears in 1 contract
Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative 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, 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 any Shares sold pursuant to this Agreement); (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue Shares or Shares, options to purchase Shares, 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 ProspectusProspectus or pursuant to inducement grants to new employees in compliance with applicable Nasdaq rules, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (C) issue Shares pursuant to the conversion conversion, vesting or exchange of any convertible convertible, vesting or exchangeable securities securities, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus or subsequently approved by the Company’s board of directors and its stockholders, and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, propertybusinesses, business property or other assets of another person or entityentity 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 (E), the sum of (x) such Shares shall not in the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total Company’s outstanding shares of common stock of the Company immediately following the completion consummation of this the offering of the Offered Securities; Shares contemplated by this Agreement and provided further, that (y) the holders of such Shares or options have provided recipients thereof provide to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies and Citigroup (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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (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 the holders of such Shares provided that any directors or options officers who are recipients thereof have provided to the Representative Representatives a signed Lock-Up Agreement in the form of Exhibit A C hereto; , (C) issue Shares pursuant to the conversion or exchange of any convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.in
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Pxxxx Xxxxxxx (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)lend; (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of shares of Common Stock, shares of any Shares preferred stock or Related SecuritiesSecurities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares of Common Stock, shares of any Shares preferred stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares preferred stock, Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares preferred stock, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B1) issue Shares Common Stock or options to purchase SharesCommon Stock or restricted stock units, or issue Shares Common Stock upon exercise of optionsoptions or upon distribution pursuant to restricted 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 provided that, in the holders case of such Shares grants of options or options have provided to restricted stock units made after the Representative a signed date hereof and during the Lock-Up Agreement up Period, such grants shall provide that they shall not be exercisable or, in the form case of Exhibit A heretorestricted stock units, that the underlying shares shall not be distributed until after the expiration of the Lock-up Period without the prior written consent of Pxxxx Xxxxxxx (which consent may be withheld in its sole discretion); (C2) issue Shares any preferred stock, Common Stock or Related Securities pursuant to the conversion warrants or exchange other outstanding rights as of any convertible or exchangeable securities outstanding on the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus and (E3) issue Shares shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities in connection with any joint venturestrategic acquisitions and licensing arrangements or agreements; provided that, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of with respect to clause (E3), the sum of the aggregate number of shares of common Common Stock, shares of preferred stock of the Company so issued convertible into Common Stock, or Related Securities shall not exceed 5% of the total outstanding shares of common stock of Common Stock outstanding on the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A heretodate hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares any preferred stock or Common Stock or any securities exchangeable or exercisable for or convertible into Sharesany preferred stock or Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesany preferred stock or 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 ending on the 90th 60th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representative Jefferies (which consent may be withheld in its at the sole discretiondiscretion of Jefferies), 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, 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may preceding sentence shall not apply to (A) effect the transactions contemplated hereby; Shares, (B) issue Shares the issuance by the Company of Common Stock or options to purchase SharesCommon Stock, or issue Shares the issuance by the Company of shares of Common Stock upon the 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 Statements and the each Applicable Prospectus, but only (C) 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 (i) such plan does not provide for the transfer of Common Stock during the Restricted 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 holders Company regarding the establishment of such Shares plan, such announcement or options have provided filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; (D) the issuance of Common Stock in connection with the acquisition of warehouse and/or distribution facilities or land suitable for development as a warehouse and/or distribution facility, provided, further, that any recipients of such Common Stock shall execute and deliver to the Representative a signed Lock-Up Agreement an agreement substantially in the form of Exhibit A hereto; (C) issue Shares pursuant to C and which agreement shall be applicable through the conversion or exchange of any convertible or exchangeable securities outstanding on 60th day following the date hereof, but only if the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto; (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or acquisition or license by the Company of the securities, property, business or other assets of another person or entity; provided, however, that in the case of clause (E), the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities; and provided further, that the holders of such Shares or options have provided to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Agreement,
Appears in 1 contract
