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 Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including 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 Representatives Representative (which consent may be withheld in their 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus. 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 Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Time of Sale Prospectus and Company announces that it will release earnings results during the Prospectus, provided that, in 16-day period beginning on the case of options to purchase Shares granted to a director or executive officer last day of the Company during 90-day period, the Lock-up Period that may become exercisable during restrictions imposed in this clause shall continue to apply until the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event in writing, such extension. The Company pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(g) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Sharesrestricted period.
Appears in 3 contracts
Samples: Underwriting Agreement (Mgic Investment Corp), Underwriting Agreement (Mgic Investment Corp), Underwriting Agreement (Mgic Investment Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company Such Selling Shareholder will not, without the prior written consent of the Representatives (which consent may be withheld in their 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 swapshares of Common Stock, 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. 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 such Selling Shareholder, or publicly announce such Selling Shareholder’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) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the offering contemplated by this Agreement, (iii) 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 the Representatives 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 (iv) 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 the Representatives 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). Notwithstanding the foregoing, if (a) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension.
Appears in 3 contracts
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th 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 Representatives Underwriter (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the case of options to purchase Shares granted to a director or executive officer Registration Statement, (D) assist any stockholder of the Company during in the Lockestablishment of a trading plan by such stockholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of shares of Common Stock; provided that may become exercisable such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without and such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of the Representatives (which consent may be withheld lock-up agreement between such stockholder and the Underwriter in their sole discretion)connection with the offering of the Offered Shares, (CE) issue Shares or Related Securities shares of Common Stock in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise or any of its subsidiaries of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)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 alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CE) and for (F), the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.aggregate number
Appears in 2 contracts
Samples: Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace 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 180th 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 Representatives Jefferies (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securities, Securities pursuant to any stock share option, stock bonus share bonus, employee share purchase or other stock share plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), ; (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms conversion or exchange of that certain License and Collaboration Agreement, dated any Related Securities outstanding as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedthe First Closing Date; provided that, in the case of clause (CD) and for the avoidance of doubt, that the Company shall not file any a registration statement under the Securities Act in respect of such on Form S-8 to register Shares or Related Securities issued during issuable pursuant to the Lock-up Period. For purposes terms of the foregoinga share option, “Related Securities” shall mean any options or warrants share bonus, employee share purchase or other rights to acquire Shares share incentive plan 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.arrangement described in the Registration
Appears in 2 contracts
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals 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 ending 90 days 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 Representatives Underwriter (which consent may be withheld in their at the sole discretiondiscretion of the Underwriter), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act except for a registration statement on Form S-8 relating to the Company’s employee benefit plans in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; providedother than (i) the issuance of restricted Common Stock, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares restricted stock units or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, acquire Common Stock pursuant to any the Company’s employee benefit plans, qualified stock option, stock bonus option plans or other stock plan or arrangement or other Related Securities employee compensation plans as such plans are in existence on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus, provided that, in (ii) issuances of Common Stock upon the case exercise or settlement of options or restricted stock units disclosed as outstanding in Applicable Prospectus; (iii) the issuance by the Company of up to 2,250,000 shares of Common Stock as consideration for strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iii) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(o); or (iv) the purchase Shares granted or sale of the Company’s securities pursuant to a director plan, contract or executive officer instruction, if any, that satisfies all of the Company requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (x) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees material news or a material event relating to the Company occurs or (y) 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Underwriter), except that such extension will not apply if, (i) within three business days prior to be sold 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 pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Sangamo Biosciences Inc), Underwriting Agreement (Sangamo Biosciences Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives (which consent may be withheld in 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 and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares pursuant to the exercise of warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without and (D) the prior written consent issuance by the Company of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtD), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Five Prime 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 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated herebyfile a registration statement on Form S-8, (Bii) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus but only if the holders of such shares, the Time options or shares issued upon exercise of Sale Prospectus and the Prospectussuch options, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), (Ciii) issue Shares shares of Common Stock or Related Securities securities exercisable for Common Stock (in an aggregate amount up not to exceed, on an aggregate of as-exercised basis, if applicable, 5% of the sum Company’s outstanding shares of Common Stock after giving effect to the issuance or sale of the Company’s fullyCommon Stock offered hereby) in connection with a strategic transaction that includes a commercial or development relationship involving the Company (including a partnership, licensing, joint venture or collaboration), or in connection with the acquisition or license by the Company of any business, products or technologies, provided that the Company shall cause each recipient of shares of Common Stock pursuant to such issuance to execute and deliver to the Representatives a “lock-diluted up” agreement substantially in the form of Exhibit C hereto as a condition of such transaction, acquisition or license, or (iv) issue restricted shares outstanding as of its Common Stock upon exercise of any warrants described in the Disclosure Package or the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) 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 date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Sharesrestricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Archemix Corp.), Underwriting Agreement (Archemix Corp.)
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 Representatives Jefferies and Xxxxx (which consent may be withheld in their 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 or Related Securities; (vii) submit of, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares), enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the filing ofeconomic risk of ownership of the Shares, or amendment tosecurities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided thatincluding pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, in but only if the case holders of options to purchase Shares granted to a director such shares, options, or executive officer shares issued upon exercise of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Jefferies and Xxxxx (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement Jefferies and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsXxxxx), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (Chuy's Holdings, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 Representatives (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusSecurities); 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 conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that any executive officers (as defined in Section 16 of the Exchange Act) or directors who are recipients thereof provide to the Representatives a signed Lock-Up Agreement in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit A hereto, (C) issue Shares pursuant to the conversion or Related Securities exchange of convertible or exchangeable securities or the exercise of warrants or options, in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares each case outstanding as of on the date of hereof, and (D) issue Shares in connection with any joint venture, commercial or collaborative relationship or the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise or any of its subsidiaries of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including of another person or entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CD), (x) and for the avoidance of doubt, that the Company such Shares shall not file any registration statement under in the Securities Act in respect aggregate exceed 10% of such the Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Offered Shares or Related Securities issued during and the Warrant Shares contemplated by this Agreement, and (y) the recipients thereof provide to the Representatives a signed Lock-up PeriodUp 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 2 contracts
Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati 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 day following earlier to occur of (x) the date sale of all Shares being offered pursuant to this Agreement and (y) the Prospectus termination of this Agreement (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 Representatives Agent (which consent may be withheld in their at the sole discretiondiscretion of the Agent), sell or otherwise dispose of any shares of its Common Stock (other than the Shares) or securities convertible into or exchangeable for the Company’s Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period commencing on the Trading Day immediately prior to the date on which any Sales Notice is delivered to the Agent hereunder and ending on the fifth Trading Day immediately following the final Settlement Date with respect to Shares sold pursuant to such Sales Notice (or, if the Sales Notice is terminated or suspended prior to the sale of the Shares covered by a Sales Notice, the date of such suspension or termination); and will not directly or indirectly: (i) sell, indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option 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 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 shares 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 Common Stock (other than as contemplated by this Agreement with respect the Shares) or securities convertible into or exchangeable for Common Stock, warrants or any rights to the Offered Securities and other than the filing ofpurchase or acquire, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingCommon Stock; provided, however, that the Company may (A) effect the transactions contemplated hereby, (Bi) issue Shares Common Stock or options to purchase SharesCommon Stock, or issue Shares Common Stock upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus bonus, stock ownership, dividend reinvestment plan or other stock plan or arrangement arrangement, benefits plan or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a employee or director or executive officer plan of the Company whether now in effect or hereafter implemented; (ii) issue securities upon exercise or conversion of any of the Company’s outstanding securities or rights outstanding on the date hereof; (iii) file a registration statement on Form S-8 relating to employee or director stock or benefit plans and (iv) the issue of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with strategic transactions involving the Company and other entities, including without limitation, joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements. Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Agent waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Agent), except that such extension will not apply if, (i) within three business days prior to be sold 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 pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Agent during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Agent with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 2 contracts
Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V), Sales Agency Agreement (Chicago Bridge & Iron Co N V)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities, (E) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of that certain License and Collaboration Agreementstock option, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, stock bonus or other stock plan or arrangement described in the case Registration Statement, the Time of clause (C) Sale Prospectus and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 2 contracts
Samples: Underwriting Agreement (Gemphire Therapeutics Inc.), Underwriting Agreement (Gemphire 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 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 Representatives WSI (which consent may be withheld in their at the sole discretiondiscretion of WSI), 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable or exercisable forbecome exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or convertible into(d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. 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 date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT)
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 Representatives Representative (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyhereby and by the Preferred Stock Underwriting Agreement, (B) issue Shares or Shares, options to purchase SharesShares or other Related Securities, or issue Shares upon exercise exercise, conversion, or conversion vesting and settlement of options or other Related Securities, as the case may be, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that any recipients thereof that are directors or officers (as defined in Rule 16a-1(f) under the case of options to purchase Shares granted to a director or executive officer Exchange Act ) of the Company that have not previously done so shall 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 convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof and described in the Registration Statement, the Time of 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, 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 (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may become exercisable be made under such plan during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options and (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (CF) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.any
Appears in 2 contracts
Samples: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara 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 180th 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 Representatives (which consent may be withheld in 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 and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securities, pursuant to any stock option, stock bonus bonus, employee stock purchase plan, or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in that each recipient thereof provides to the case of options to purchase Shares granted to Representatives a director or executive officer of the Company during the signed Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Agreement, (C) issue Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that each recipient thereof provides to the Representatives a signed Lock-up Agreement, (D) file one or more registration statements on Form S-8 to register Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issued or issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and Collaboration Agreementthe Prospectus and (E) issue Shares or Related Securities, dated as or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliances, commercial, lending or other collaborative or strategic transaction or the acquisition or license of December 2the business, 2019property, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtechnology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities issued during that the Company may issue or agree to issue pursuant to this clause (E) shall not exceed 7.5% of the shares of Common Stock of the Company immediately following the issuance of the Offered Shares and that each recipient thereof provides to the Representatives a signed Lock-up PeriodAgreement. 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 Representatives Representative (which consent may be withheld in 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 (other than as contemplated by this Agreement with respect to the 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 and other than Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 awards, restricted stock units, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thator pursuant to any qualifying inducement award under Nasdaq rules, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion)) or provide the Representative a signed Lock-Up Agreement substantially in the form of Schedule F hereto, (C) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or pursuant to any qualifying inducement award under Nasdaq rules, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities in Securities, or enter into an amount up agreement to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm issue Shares to be sold by the Company pursuant to this Agreement and the Optional Sharesor Related Securities, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany merger, businessesjoint venture, property strategic alliance, commercial or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedcollaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and (E), (x) the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Securities pursuant to this Agreement and (y) the recipients of the Shares or Related Securities agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for the transfer of Shares during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Securities. For the avoidance of doubt, that the Company shall not file issue any registration statement under Shares pursuant to that certain Equity Distribution Agreement, dated November 13, 2023, by and between the Securities Act in respect of such Shares or Related Securities issued Company and Xxxxx Xxxxxxx & Co. during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Common Shares, Subordinated Shares, options or warrants to acquire Common Shares, Subordinated Shares or Related Securities securities exchangeable or exercisable for or convertible into Common Shares or Subordinated Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 Common Shares or Subordinated Shares or options to purchase its Common Shares or Subordinated Shares, or issue Common Shares or Subordinated Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, Disclosure Package and the Time Prospectus and pursuant to the employment agreements of Sale Prospectus Xxxxxx Xxxxx and Xxxxx Xxxxxxxxxxxxx described in the Disclosure Package and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as 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 date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(n) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 Representatives (which consent may be withheld in 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 and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares pursuant to the exercise of warrants outstanding as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; provided that, in if the case holder of any such Shares or options to purchase Shares granted to a director or executive officer is one of the Company during the Lock-up Period that may become exercisable during the Lock-up PeriodCompany’s directors, officers or stockholder listed on Exhibit C attached hereto, such director or executive officers agrees holder shall agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without and (D) the prior written consent issuance by the Company of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtD), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Five Prime 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 Such Selling Stockholder will not, without the prior written consent of the Representatives (which consent may be withheld in their 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 that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction which 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 and other than the filing ofdesigned to, or amendment might reasonably be expected to, one or more registration statements on Form S-8 result in respect of the disposition of) any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration StatementCommon Stock, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. 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 date 90 days after the date of the Prospectus. The foregoing restriction shall not apply to (i) Shares to be sold by such Selling Stockholder hereunder, (ii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, (iii) transfers of shares of Common Stock or rights ultimately any security convertible, exchangeable for or exercisable forinto Common Stock as a bona fide gift or gifts or as a result of the operation of law or testate or intestate succession; or (iv) transfers to a trust, partnership, limited liability company or other entity, the beneficial interests of which are held by the transferor; provided, in the case of clauses (iii) and (iv), (A) such transferee agrees to be bound by the same terms as the transferor under this Section 3B(a), (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, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day period referred to above), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (D) the transferee notifies the Representatives at least two business days prior to the proposed transfer or disposition. In addition, such Selling Stockholder agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right or publicly announce the intention with respect to, the registration of any shares of Common Stock or any security convertible into, Sharesinto or exercisable or exchangeable for Common Stock.
Appears in 1 contract
Samples: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 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 Representatives Cantor (which consent may be withheld in their 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 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 other equity awards with respect to Shares, or issue Shares upon exercise of options or conversion vesting of Related Securitiesother equity awards with respect to Shares, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) file a registration statement on Form S-8 or a successor form thereto to register Shares issuable pursuant to any stock option, provided that, stock bonus or other stock plan or arrangement described in the case Registration Statement, the Time of options to purchase Shares granted to a director or executive officer of Sale Prospectus and the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options Prospectus; and (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (CD) issue Shares or Related Securities in an amount up to an connection with any acquisition, licensing agreement, joint venture or other commercial or collaborative relationship (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that (x) the sum of the aggregate number of Shares and Related Securities so issued under this clause (D) shall not exceed 5% of the sum total outstanding shares of common stock of the Company’s fully-diluted shares outstanding as Company immediately following the completion of the date this offering of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), Offered Securities and (Dy) issue Shares pursuant to the terms recipient of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period shall enter into a letter agreement, substantially in the form of Exhibit A hereto, for the remainder of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Durect Corp)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their 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 Securities Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals 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 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 Representatives Ladenburg (which consent may be withheld in their at the sole discretiondiscretion of Ladenburg), 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 otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided that, (y) Shares in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the case of options to purchase Shares granted to a director or executive officer ordinary course of the Company Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity). Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Ladenburg waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of Ladenburg), except that such extension will not apply if, within three business days prior to be sold 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 pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. 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 (American Realty Capital Properties, 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 Representatives Representative (which consent may be withheld in 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 SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 awards, restricted stock units, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thator pursuant to any qualifying inducement award under Nasdaq rules, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion)) or provide the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or pursuant to any qualifying inducement award under Nasdaq rules, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities in Securities, or enter into an amount up agreement to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm issue Shares to be sold by the Company pursuant to this Agreement and the Optional Sharesor Related Securities, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany merger, businessesjoint venture, property strategic alliance, commercial or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedcollaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company shall not file any registration statement under number of Shares outstanding on a fully diluted basis after giving effect to the Securities Act in respect consummation of such the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the Shares or Related Securities issued agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up PeriodPeriod pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully90-diluted shares outstanding as 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 date 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 Prospectus (including 90-day period, the Firm Shares 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; provided, however, that such restrictions shall not be sold so extended solely by virtue of the Company pursuant to this Agreement publishing or distribution by any Underwriter of 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 Optional Shares, only Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representatives and any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 Representatives X.X. Xxxxxx, Xxxxxxxxx, BofA Securities and Stifel (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers officer agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives X.X. Xxxxxx, Xxxxxxxxx, BofA Securities and Stifel (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in that the case of options recipients thereof provide to purchase Shares granted to the Representatives a director or executive officer of the Company during the signed Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Agreement, (C) issue Shares or Related Securities in an amount up pursuant to an aggregate the exercise of 5% of the sum of the Company’s fully-diluted shares options outstanding as of on the date of hereof, provided that the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only recipients thereof provide to the extent such Optional Shares are issuedRepresentatives a signed Lock-up Agreement, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of that certain License and Collaboration Agreementa stock option, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, stock bonus or other stock plan or arrangement described in the case Registration Statement, Time of clause Sale Prospectus and the Prospectus and (CE) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such issue Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoingSecurities, “or enter into an agreement to issue Shares or Related Securities” shall mean , in connection with any options or warrants merger, joint venture, strategic alliances, commercial 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.collaborative
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their its sole discretion) or provide the Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto), (C) issue file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, the Time of 5% of Sale Prospectus or the sum of Prospectus, (D) issue Shares in connection with the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property property, technology or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and acquisition; (DE) issue Shares pursuant or Related Securities, or enter into an agreement to the terms of that certain License and Collaboration Agreementissue Shares or Related Securities, dated as of December 2in connection with any merger, 2019joint venture, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciencesstrategic alliance, Inc., as amendedcommercial or other collaborative transaction; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company shall not file any registration statement under number of Shares outstanding on a fully diluted basis after giving effect to the Securities Act in respect consummation of such the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the Shares or Related Securities issued agrees in writing to be bound by the same terms described in the lock-up agreement attached for the remainder of the Lock-Up Period; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up PeriodPeriod pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan (including the FCStone Group Employee Stock Ownership Plan (the “ESOP”)) or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of such options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period(other than ESOP participants), such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as 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 date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Sharesrestricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, offer pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, the 4,170,000 shares of Common Stock offered directly to sellan entity controlled by Txx X. Xxxx and shares issued pursuant to employee benefit plans, contract qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans), or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including 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 amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than the filing of, or amendment to, one or more (i) any registration statements statement on Form S-8 in respect S-8) and (ii) the shelf registration statement of Form S-1 (File No. 333-145386) or any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); amendment thereto) or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Representatives, (C) issue Shares or Related Securities in an amount up to an aggregate of 5% on behalf of the sum Underwriters, and to cause each officer, director and stockholder of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares Company set forth on Schedule 2 hereto to be sold by the Company pursuant to this Agreement and the Optional Shares, only furnish to the extent such Optional Shares are issuedRepresentatives, and giving effect prior to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers Initial Delivery Date, a letter or acquisitions of securitiesletters, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, substantially in the case form of clause Exhibit A hereto (Cthe “Lock-Up Agreements”); notwithstanding the foregoing, if (1) and for during the avoidance last 17 days of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Up Period. For purposes , the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the foregoingLock-Up Period, “Related Securities” the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall mean any options continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrants the announcement of the material news or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe occurrence of the material event, or to acquire other securities or rights ultimately exchangeable or exercisable forunless the Representatives, or convertible intoon behalf of the Underwriters, Shares.waive such extension in writing;
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals 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 Representatives Jefferies (which consent may be withheld in their 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, 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securitiesoptions, pursuant to any employee benefit, stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus. Notwithstanding the foregoing, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees material news or a material event relating to the Company occurs, (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in writing with whole or in part, the Underwriters not to sell, offer, dispose economic risk of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent ownership of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into SharesShares currently or hereafter owned either of record or beneficially by the Company or (iii) 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 acquire other securities 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 rights ultimately exchangeable Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or exercisable for, distributed by the Underwriter during the 15 days before or convertible into, Sharesafter the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securities, pursuant rights to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional receive Shares, only to the extent such Optional phantom equity settleable into Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.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 Representatives (which consent may be withheld in 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 and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.do
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus provided that, in that the case of options recipients thereof provide to purchase Shares granted to the Representatives a director or executive officer of the Company during the signed Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Agreement, (C) issue file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or Related Securities other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, Time of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of Sale Prospectus and the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant 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 transaction or the terms acquisition or license of that certain License and Collaboration Agreementthe business, dated as property, technology or other assets of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedanother individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities issued during that the Company may issue or agree to issue pursuant to this clause (D) shall not exceed 7% of the total outstanding share capital of the Company immediately following the issuance of the Offered Shares; and provided further that the recipients thereof provide to the Representatives a signed Lock-up PeriodAgreement. 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
Samples: Underwriting Agreement (Wave Life Sciences Pte LTD)
Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans or the offer to sellof shares in connection with any acquisition), contract to or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including 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 amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any registration statement on Form S-8, (ii) the filing of, or amendment to, one or more shelf registration statements on Form S-8 in respect of S-3 (File Nos. 333-158554 or 333-158556) or any shares issued under or the grant of amendment thereto) and (iii) any award registration statement filed pursuant to an employee benefit plan in effect registration rights outstanding on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent Representative, on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule 2 hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the “Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Up Agreements”); and
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, that the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit C hereto, (C) issue Shares pursuant to the conversion or Related Securities exchange of convertible or exchangeable securities or the exercise of warrants or options, in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares each case outstanding as of on the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shareshereof, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of that certain License and Collaboration Agreementa stock option, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, stock bonus or other stock plan or arrangement described in the case Registration Statement, Time of clause (C) Sale Prospectus and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 1 contract
Samples: Underwriting Agreement (Bellicum 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 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 Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as 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 date 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 Prospectus (including 180-day period, the Firm Shares restrictions imposed in this clause shall continue to be sold by 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 pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Sharesrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (MWI Veterinary Supply, 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 Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives BAS (which consent may be withheld at the sole discretion of the BAS) and provided, further, that nothing in their sole discretion), this subsection (Cn) issue Shares or Related Securities in an amount shall prohibit the Company from issuing up to an aggregate (i) 113,225 shares of 5% Common Stock upon exercise of outstanding stock options under the sum Company's stock option plans, and (ii) 920,244 shares of Common Stock upon conversion of the Company’s fully's outstanding shares of Series C Preferred Stock. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-diluted shares outstanding as 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 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 Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(k) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Shares.restricted period. <Page>
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 SecuritiesSecurities (other than as contemplated by this Agreement with respect to the Offered Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options or issue warrants to purchase Shares granted in exchange for or upon conversion of outstanding warrants to a director purchase preferred shares, or executive officer issue Shares upon conversion of outstanding preferred shares, but only if the Company during holders of such Shares, options, warrants or preferred shares (as the Lock-up Period that case may become exercisable during the Lock-up Period, such director or executive officers agrees be) agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.without
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 Representatives Representative (which consent may be withheld in their 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities convertible securities outstanding on the date hereof in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretion), discretion of the Representative) and (Cii) issue Shares or Related Securities in an amount up to an aggregate 2,153,616 shares of 5% its Common Stock as part of the sum purchase price consideration for the Acquisition but only if the holders of such shares issued as part of the Company’s fullypurchase price consideration for the Acquisition agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during such 90-diluted shares outstanding as day period without the prior written consent of the date Representative (which consent may be withheld at the sole discretion of the Prospectus Representative). Notwithstanding the foregoing, if (including x) during the Firm Shares to be sold by last 17 days of the 90-day restricted period the Company pursuant to this Agreement and the Optional Shares, only issues an earnings release or material news or a material event relating to the extent such Optional Shares are issuedCompany occurs, and giving effect or (y) prior to the Warrant Shares issuable upon exercise expiration of the Pre90-Funded Warrants) 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 connection with mergers this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or acquisitions the occurrence of securitiesthe material news or material event; provided, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubthowever, that the Company such restrictions shall not file be so extended solely by virtue of the publishing or distribution by any registration statement Underwriter of any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 under the Securities Act and the Common Stock constitutes “actively traded securities,” as defined in respect Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 ending on and including the 90th 180th day following the date of this Agreement (as the Prospectus (such period being referred to herein same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies and Xxxxxx Xxxxxxx), 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 or Related Securities; (vii) submit of, or file any registration statement (except for a registration statement on Form S-8) under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that notwithstanding the foregoing, the Company may (Ai) effect the transactions contemplated herebyissue shares of Class B common stock to each of Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings, LLC, (Bii) acquire the EDG LLC membership units and the Class B common stock held by each of Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings LLC in exchange for Shares or cash, (iii) enter into an investors and registration rights agreement with Edgen Xxxxxx XX, L.P. and Xxxxxxxx & Xxxxxxxx Holdings LLC, (iv) register with the Commission the issuance or sale of Shares issuable upon exercise of the exchange rights described in each Applicable Prospectus, (v) exchange the restricted limited partnership units of Edgen Xxxxxx XX, L.P. and restricted membership interests of Xxxxxxxx & Xxxxxxxx Holdings LLC held by the current limited partners of Edgen Xxxxxx XX, L.P. and current members of Xxxxxxxx & Xxxxxxxx Holdings LLC, as applicable, for restricted Shares and (vi) perform each step of the reorganization as described in each Applicable Prospectus; provided further, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies and Xxxxxx Xxxxxxx). Notwithstanding the foregoing, if (Ci) issue Shares or Related Securities in an amount up to an aggregate during the last 17 days of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes , the Company issues an earnings release or material news or a material event relating to the Company occurs; (ii) the Company enters into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the foregoingShares, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into SharesShares currently or hereafter owned either of record or beneficially by the Company, in each case, without the prior written consent of Jefferies and Xxxxxx Xxxxxxx; or (iii) prior to acquire other securities 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 rights ultimately exchangeable the occurrence of the material news or exercisable formaterial event, or convertible intoas applicable, Sharesunless Jefferies and Xxxxxx Xxxxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxxx Xxxxxxx). The Company will provide the Jefferies and Xxxxxx Xxxxxxx 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 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 Representatives Representative (which consent may be withheld in their the Representative’s 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) 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or plan, arrangement or other Related Securities agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (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 Final Offering Documents (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Evercore (which consent may be withheld in 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) file or submit, or cause the filing or submission, of any prospectus in Canada or registration statement under the Securities Act with respect to any Shares or other capital stock or any securities convertible into or exercisable or exchangeable for any Shares or other capital stock (other than the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares to be sold to the Underwriters pursuant to this Agreement, and other than a Form S-8 to register securities issuable pursuant to the Company’s equity compensation plans as those plans are in effect on the date of this Agreement and as described in the Time of Sale Prospectus and Final Offering Documents); or (vi) enter 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 described in clause (i) or (vi) above is to be settled in by delivery of Shares, other capital stock, other securities, in cash or otherwise; (vivii) announce the offering of any Shares or Related Securities; (viiviii) submit effect a reverse stock split, recapitalization, share consolidation, reclassification or file any registration statement under similar transaction affecting the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion vesting of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities outstanding warrants described in the Registration StatementOffering Documents, but only with respect to (x) after the Time 10th day following the date of Sale Prospectus the Final Offering Documents, to an aggregate of 602,778 Shares issuable upon the exercise of Related Securities held by directors and executive officers of the ProspectusCompany that are scheduled to expire during the Lock-up Period, and (y) additional Shares or Related Securities, provided that, in the case that each recipient of options to purchase Shares granted to such securities that is a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees shall have agreed in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (Shares or Shares issued upon the exercise of such options) Related Securities during such Lock-up Period (except for the Shares and Related Securities referred to in (x) herein) without the prior written consent of the Representatives Jefferies and Evercore (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in connection with any acquisition, collaboration, licensing or other strategic transaction (but excluding transactions principally of a financing nature); provided that the aggregate number of Shares or Related Securities (on an amount up to an aggregate of 5% of as-converted or as-exercised basis, as the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by case may be) that the Company may sell or issue or agree to sell or issue pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) shall not exceed five percent (5%) of the total number of Shares issued and for outstanding immediately following the avoidance consummation of doubt, the transactions contemplated by this Agreement; and provided further that the Company shall not file any registration statement under the Securities Act in respect cause each recipient of such Shares or Related Securities issued to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or Related Securities during the such Lock-up PeriodPeriod without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion), or (D) offer and sell Shares under any future at-the-market offering program for which Jefferies is the sales agent and/or principal. 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 60th 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 Representatives Underwriter (which consent may be withheld in their at the sole discretiondiscretion of the Underwriter), 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Underwriter’s prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 60-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 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-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 Underwriter 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 restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th 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 Representatives Xxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxx), 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 60-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 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-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 Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their 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 Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options or conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) issue Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of options to purchase clauses (B) and (C) recipients of such Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees Related Shares agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided thatand, in the case of clause (C) and for ), the avoidance sum of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Minerva Neurosciences, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following after the date of the Prospectus (such period being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)not to, directly or indirectly: , (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans, the offer to sellof shares in connection with any acquisition or shares of the Company’s 6.0% Convertible Perpetual Preferred Stock as disclosed in the Prospectus), contract to or sell or lend grant options, rights or warrants with respect to any Shares shares of Common Stock or Related Securities securities convertible into or exchangeable for Common Stock (as defined belowother than the grant of options pursuant to option plans existing on the date hereof); , (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transferstransfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of any Shares or Related Securitiessuch shares of Common Stock, regardless of whether any such transaction described in clause (1) or (2) above is to be settled in by delivery of Common Stock or other securities, in cash or otherwise; , (vi3) announce the offering of file or cause to be filed a registration statement, including 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 amendments, with respect to the Offered Securities and registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than (i) any registration statement on Form S-8, (ii) the filing of, or amendment to, one or more shelf registration statements on Form S-8 in respect of S-3 (File Nos. 333-158554 or 333-158556) or any shares issued under or the grant of amendment thereto) and (iii) any award registration statement filed pursuant to an employee benefit plan in effect registration rights outstanding on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii4) publicly announce disclose the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the each case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of Barclays Capital Inc., on behalf of the Representatives (which consent Underwriters, and to cause each officer, director and stockholder of the Company set forth on Schedule 2 hereto to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the “Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Up Agreements”); and
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 Representatives Mxxxxx Sxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Mxxxxx Sxxxxxx), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus or file a registration statement under the Securities Act in respect of any shares of Common Stock issuable upon exercise of options, but only if the Time holders of Sale Prospectus and the Prospectussuch shares, provided thatoptions, in the case or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives Mxxxxx Sxxxxxx (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Mxxxxx Sxxxxxx). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as 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 date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, Sharesrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act (other than registration statements on Form S-8) 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 the exercise of options or the conversion of Related SecuritiesRSUs, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer existing as of the Company during date of this Agreement, but only if the Lock-up Period that may become exercisable during the Lock-up Periodholders of such shares, options, or shares issued upon exercise of such director or executive officers agrees options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representatives). The Company will not amend or waive any of the Company’s fully-diluted shares outstanding as holdback provisions of the date Investor Rights Agreement without the prior written consent of the Prospectus Representatives (including which consent may be withheld at the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise sole discretion of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesRepresentatives); provided, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubthowever, that the Company shall may, upon request to the Company and on a case-by-case basis, waive the holdback provisions for officers and employees of the Company (i) who are not required to file reports pursuant to Section 16 of the Exchange Act and the rules and regulations promulgated by the Commission thereunder and (ii) who agree not to file any registration statement under such reports on a voluntary basis, make any other filing with the Securities Act Commission or make any other public disclosure, in respect each case relating to potential sales of shares of Common Stock held by such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Sharesindividuals.
Appears in 1 contract
Samples: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 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 Representatives BAS (which consent may be withheld in their at the sole discretiondiscretion of BAS), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, but only if the holders of such shares or other Related Securities described in the Registration Statement, the Time of Sale Prospectus options who are executive officers and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer directors of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives BAS (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus BAS) and (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrantsii) in connection with mergers a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the restrictions set forth in this Section 4(m). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or acquisitions material news or a material event relating to the Company occurs, or (y) prior to the expiration of securitiesthe 90-day restricted period, businessesthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, property 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 other assets (including pursuant the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares the restricted period pursuant to the terms lockup letters described in Section 6(j) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (1) Jefferies and (2) RBC or Xxxxxxx Xxxxx (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders (to the extent such holders are the Company’s officers and directors) of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent subject to such exceptions as may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.be
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing ofShares); (viii) effect a reverse stock split, recapitalization or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)share consolidation; 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtprovided, that the Company shall not file any registration statement under recipients thereof provide to the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Representatives
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 Representatives Placement Agents (which consent may be withheld in their at the sole discretiondiscretion of the Placement Agents), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, but only if the holders of such shares or other Related Securities described in the Registration Statement, the Time of Sale Prospectus options who are executive officers and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer directors of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives Placement Agents (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus Placement Agents) and (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrantsii) in connection with mergers a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the restrictions set forth in this Section 4(m). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or acquisitions material news or a material event relating to the Company occurs, or (y) prior to the expiration of securitiesthe 90-day restricted period, businessesthe Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, property 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 other assets (including pursuant the occurrence of the material news or material event. The Company will provide the Placement Agents and any co-managers and each individual subject to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares the restricted period pursuant to the terms lockup letters described in Section 6(j) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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”), each of the Company Selling Shareholders will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, sell or offer to sellsell any ADSs, contract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, currently or establish hereafter owned either of record or increase any “put equivalent position” beneficially (as defined in Rule 16a-1(h) 13d-3 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 Securitiesby such Selling Shareholder; (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; (vii) enter into any swap; (iii) make any demand for, hedge or similar arrangement or agreement that transfers, in whole or in partexercise any right with respect to, the economic risk registration under the Securities Act of ownership the offer and sale of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is or cause to be settled in securitiesfiled a registration statement, in cash prospectus or otherwise; prospectus supplement (vior an amendment or supplement thereto) 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 and other than the filing ofany such registration, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viiiiv) publicly announce the any intention to do any of the foregoing; provided, however, that if the Company may (A) effect Representatives grant any release or waiver of the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion foregoing restrictions in connection with a transfer of Related Securities, pursuant ADSs to any stock optionholder of ADSs or Ordinary Shares of the Company, stock bonus any officer or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during other than such Selling Shareholder, the Representatives shall promptly notify such Selling Shareholder of the impending release or waiver, and such Selling Shareholder may sell, transfer or otherwise dispose of, on the same terms and subject to the same conditions of such release or waiver, a pro rata portion (based upon the number of securities so released in relation to the number of securities of such other holder subject to similar restrictions as provided for under the Lock-up Period that may become exercisable during Up Agreement) of its securities originally subject to the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Up Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtfurther, that the Company foregoing restrictions shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during be subject to certain exceptions provided by the Lock-up Period. For purposes of Up Agreement in 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, Sharesform set forth as Exhibit A-1 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (I-Mab)
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 Final Offering Documents (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 Representatives Jefferies and Cxxxx (which consent may be withheld in 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) file or cause the filing of any prospectus in Canada or registration statement under the Securities Act with respect to any Shares or other capital stock or any securities convertible into or exercisable or exchangeable for any Shares or other capital stock (other than the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares to be sold to the Underwriters pursuant to this Agreement, and other than a Form S-8 to register securities issuable pursuant to the Company’s equity compensation plans as those plans are in effect on the date of this Agreement and as described in the Time of Sale Prospectus and Final Offering Documents); or (iii) enter 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 described in clause (i) or (iii) above is to be settled in by delivery of Shares, other capital stock, other securities, in cash or otherwise; (viiv) announce the offering of any Shares or Related Securities; (viiv) submit effect a reverse stock split, recapitalization, share consolidation, reclassification or file any registration statement under similar transaction affecting the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementOffering Documents, but only if the Time holders of Sale Prospectus and the Prospectus, provided thatsuch Shares or options, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, event such director holders are directors or executive officers agrees of the Company, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Jefferies and Cxxxx (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th 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 Representatives Underwriter (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus, provided that(C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the case of options to purchase Shares granted to a director or executive officer Registration Statement, (D) assist any stockholder of the Company during in the Lockestablishment of a trading plan by such stockholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of shares of Common Stock; provided that may become exercisable such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without and such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of the Representatives (which consent may be withheld lock-up agreement between such stockholder and the Underwriter in their sole discretion)connection with the offering of the Offered Shares, (CE) issue Shares or Related Securities shares of Common Stock in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise or any of its subsidiaries of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)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 alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CE) and for (F), the avoidance aggregate number of doubtrestricted stock awards and shares of Common Stock issued in connection with, that or issuable pursuant to the Company shall exercise of any options issued in connection with, all such acquisitions and other transactions does not file any registration statement under exceed 5% of the Securities Act in respect aggregate number of such shares of Common Stock outstanding immediately following the offering of the Offered Shares pursuant to this Agreement and the recipients of the shares of Common Stock or Related Securities issued during agrees in writing to be bound by the Lock-up Period. same terms described in the agreement attached hereto as Exhibit 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 180th 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 Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock optioncompensatory equity plan, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, but only if the holders of such Shares or options agree in writing to the case of options to purchase Shares granted to a director or executive officer terms of the Company during the Form of Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees Agreement in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit B hereto, (C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) sell or issue or enter into an agreement to sell or issue Shares or Related Securities in an amount up connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions (whether by means of merger, stock purchase, asset purchase or otherwise), provided, that the aggregate number of Shares or Related Securities that the Company may sell or issue or agree to an aggregate of sell or issue pursuant to this clause (D) shall not exceed 5% of the sum total number of shares of the Company’s fully-diluted shares Common Stock issued and outstanding as immediately following the completion of the date of the Prospectus (including the Firm Shares to be sold transactions contemplated by the Company pursuant to this Agreement and the Optional Sharesand, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtfurther, that the Company shall not file any registration statement under the Securities Act in respect each recipient of such Shares or Related Securities issued during the pursuant to this clause (D) shall execute a Lock-up PeriodAgreement substantially in the form of Exhibit B 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 the Representatives, in their sole discretion, agree to release or waive the restrictions set forth above or a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two business days before the effective date of the release or waiver.
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 period, as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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, sale or establish or 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 with respect to 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 (a) as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares or amendment to, one or more (b) pursuant to a registration statements statement on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an for employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectusplans); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated herebysell Shares hereunder, (Bii) issue Shares (including restricted stock or restricted stock units) or options to purchase Shares, or (iii) issue Shares upon exercise of options or conversion warrants, or (iv) issue Shares in an aggregate amount of not more than 5% of the Shares outstanding at the First Closing Date, or Related SecuritiesSecurities exercisable or exchangeable for or convertible into, a number of Shares, in aggregate, not more than 5% of the Shares outstanding at the First Closing Date, pursuant to one or more strategic collaborations, licensing transactions or business, product or technology acquisitions (but excluding transactions principally of a financing nature); provided, however, that any such issuances under clauses (ii) or (iii) above shall be pursuant to a stock option, stock bonus or other stock plan or other compensatory arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case and additionally that any such issuance under clause (ii) above shall consist only of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable not transferrable during the Lock-up Period, such director or executive officers agrees restricted stock units that do not settle in writing with Shares or Related Securities that are transferrable during the Underwriters Lock-up Period, or options not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon exercisable during the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Db) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of any such issuances under clause (Civ) and for above shall be conditioned upon the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect execution by each recipient of such Shares or Related Securities issued of a lock-up agreement with the Underwriters prohibiting transfers during the remainder of the Lock-up PeriodUp Period in a form satisfactory to the Representatives. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in their sole discretion, except that such extension will not apply during any period subsequent to the delivery by the Company of 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 an “actively traded security” (as defined in Regulation M), (ii) the Company meets the applicable requirements of Rule 139 under the Securities Act in the manner contemplated by FINRA Rule 2711(f)(4), and (iii) the provisions of FINRA Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Synta Pharmaceuticals Corp)
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 Representatives JMP (which consent may be withheld in their at the sole discretiondiscretion of JMP), 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 otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options or upon conversion or exchange of Related Securitiesother securities, pursuant to any stock incentive, stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided that(y) Shares in exchange for Operating Subsidiaries Units as described in each Applicable Prospectus, and (z) Shares, securities convertible or exchangeable into Shares, and derivative securities with respect to which Shares are a reference security, in each case in connection with any acquisition of or merger or consolidation with a nonaffiliated entity by the Company or any of its affiliates where the Company or such affiliate is the acquiring or surviving entity (any securities described in this clause (z), “Acquisition Securities”); provided, further, however, that in the case of options to purchase Shares granted to a director or executive officer an issuance of the Company during the Lock-up Period that may become exercisable Acquisition Securities during the Lock-up Period, it shall be a condition to such director issuance that the individual or executive officers agrees in writing with entity to whom the Underwriters not Acquisition Securities are issued execute and deliver to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon JMP an agreement stating that during the exercise of such options) during such Lock-up Period Up Period, such individual or entity will not, without the prior written consent of the Representatives JMP (which consent may be withheld in their at the sole discretiondiscretion of JMP), directly or indirectly, (CA) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus sell (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Sharesincluding, only to the extent such Optional Shares are issuedwithout limitation, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsshort sale), joint venturesoffer, strategic alliancescontract or grant any option to sell, partnering arrangements pledge, assign, transfer or equipment leasing arrangements)establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, and (D) issue Shares pursuant to or otherwise dispose of or transfer, or announce the terms of that certain License and Collaboration Agreementoffering of, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not or file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoingof, “Related any Acquisition Securities” shall mean any options , options, rights or warrants or other rights to acquire Shares Acquisition Securities or any securities exchangeable or exercisable for or convertible into SharesAcquisition Securities, (B) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Acquisition Securities, or to acquire other securities or rights ultimately exchangeable or exercisable for, for or convertible intointo Acquisition Securities owned either of record or beneficially by such individual or entity or (C) publicly announce the intention to do any of the foregoing. Notwithstanding the foregoing, Sharesif (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 JMP waives, in writing, such extension (which waiver may be withheld at the sole discretion of JMP), except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (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 National Association of Securities Dealers (“NASD”) Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 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 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 Representatives Xxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxx), 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 otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided that, (y) Shares in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the case of options to purchase Shares granted to a director or executive officer ordinary course of the Company Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity). Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of Xxxxx), except that such extension will not apply if, within three business days prior to be sold 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 pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. 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 (American Realty Capital Properties, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 Shares and other than the filing of, or amendment to, of one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, provided that, in but only if the case recipients of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 Representatives Jefferies and X.X. Xxxxxx (which consent may be withheld in 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 Shares and other than the filing of, or amendment to, of one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, Statement the Time of Sale Prospectus and or the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock share option, stock share bonus or other stock share plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or but only if any executive officer or director that is a recipient of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director Shares or executive officers agrees options have agreed in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Jefferies and X.X. Xxxxxx (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Establishment Labs 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 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of the Representatives X.X. Xxxxxx, Barclays, BofA Securities and Xxxxx Fargo Securities (which provided that each such entity may withhold such consent may be withheld in their its sole discretion), directly or indirectly: (i) , issue, 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 Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 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 or Related Securities; (vii) submit of, 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under of Common Stock or Common Units, options or warrants to acquire shares of the grant Common Stock or Common Units or securities exchangeable or exercisable for or convertible into shares of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration StatementCommon Stock or Common Units, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the an intention to do any of the foregoing; provided, howeverother than
(i) the issuance and sale, that if any, of Company Shares to the Underwriters as contemplated by this Agreement,
(ii) the issuance of Common Units by the Operating Partnership to the Company may in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of any Company Shares as contemplated by this Agreement,
(Aiii) effect the transactions contemplated herebyissuance of Common Stock or options, (B) issue Shares restricted stock units or options other equity awards to purchase SharesCommon Stock pursuant to, or issue Shares and the issuance of Common Stock upon exercise of options, restricted stock units or conversion of Related Securitiesother equity awards issued under, pursuant to any stock option, stock bonus or other stock plan or similar arrangement or other Related Securities described in the Registration StatementProspectus, the Time of Sale Prospectus and the Prospectus, provided that, issuance of Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement,
(iv) the issuance of Common Units by the Operating Partnership in connection with an acquisition of real property so long as (A) the case of options Common Units are issued directly to purchase Shares granted to a director the entity or executive officer the securityholders or other equity owners of the Company during applicable entity from which such real property is acquired, and (B) the Lock-up Period that may become exercisable during the Lock-up Period, recipients of such director or executive officers agrees Common Units agree in writing with delivered to the Underwriters Representatives not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued shares of Common Stock issuable upon the exercise redemption of such options) Common Units during such the Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their the sole discretiondiscretion of the Representatives), or
(Cv) issue Shares transactions under or Related Securities pursuant to the Forward Sale Agreements and/or the Existing Forward Sale Agreements (as defined below), including the issuance and transfer, if any, of shares of Common Stock to the applicable Forward Purchasers party to the Forward Sale Agreements and/or the forward purchasers party to the Existing Forward Sale Agreements and the issuance of Common Units by the Operating Partnership to the Company in an amount up to an aggregate of 5% of the sum of return for the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only contribution to the extent such Optional Shares are issued, and giving effect to Operating Partnership of any net proceeds received upon the Warrant Shares issuable upon exercise sale of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Confirmation Shares pursuant to the terms Forward Sale Agreements and/or any shares of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in Common Stock pursuant to the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesExisting Forward Sale Agreements.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 conversion of Related Securitieswarrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, the recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the case form of options Exhibit C hereto, (C) file a registration statement on Form S-8 with respect to purchase Shares granted any securities issued or issuable pursuant to a director any stock option, stock bonus or executive officer other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Company during in the Lockestablishment of a trading plan by such stockholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of shares of Common Stock; provided (x) that may become exercisable such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of the Representatives (which consent may be withheld lock-up agreement between such stockholder and the Underwriters in their sole discretion)connection with the offering of the Offered Shares, (CE) issue Shares or Related Securities shares of Common Stock in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)acquisition or (F) issue shares of Common Stock, warrants, or restricted stock awards or options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CE) and for (F), (x) the avoidance aggregate number of doubtrestricted stock awards and shares of Common Stock issued in connection with, that or issuable pursuant to the Company shall exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not file any registration statement under exceed 5% of the Securities Act in respect aggregate number of such shares of Common Stock outstanding immediately following the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities issued during provide to the Representatives a signed Lock-up PeriodUp Agreement in the form set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingShares; provided, however, that (i) 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case of options to purchase Shares granted to a director or executive senior officer holders of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch shares, options, or shares issued upon exercise of such director or executive officers agrees options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock90-up Period day period without the prior written consent of the Representatives (which consent may be withheld in their at the sole discretion), discretion of the Representatives) and (Cii) the Company may issue Shares or Related Securities in an amount up to an aggregate 1,000,000 shares of 5% of the sum of its Common Stock in connection with the Company’s fullyrequired pension contributions. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-diluted shares outstanding as 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 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 Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any Underwriters and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 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 Representatives Mxxxxx Sxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Mxxxxx Sxxxxxx), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to or file a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Periodany shares of Common Stock issuable upon exercise of options. For purposes of Notwithstanding the foregoing, “Related Securities” shall mean any options if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or warrants material news or other rights a material event relating to acquire Shares or any securities exchangeable or exercisable for or convertible into Sharesthe Company occurs, or (y) prior to acquire other securities 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 rights ultimately exchangeable the occurrence of the material news or exercisable for, or convertible into, Sharesmaterial event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel 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 Representatives (which consent may be withheld in 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, sale or establish or 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 outstanding warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) (x) issue Shares or options to purchase SharesShares pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (y) issue Shares upon exercise or conversion of Related Securitiesoptions outstanding as of the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut, in the case of clause (x) with respect to Shares that are issued, or options to purchase Shares granted to a director that are issued and exercisable or executive officer of the Company during the Lock-up Period that may become exercisable exercisable, during the Lock-up Period, only if the holders of such director Shares or executive officers agrees options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean means 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 (Veru Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (CD) issue Shares pursuant to the conversion or Related Securities in an amount up to an aggregate exchange of 5% convertible or exchangeable securities or exercise of the sum of the Company’s fully-diluted shares warrants outstanding as of on the date of this Agreement, (E) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (including F) issue Shares in connection with any joint venture, commercial or collaborative relationship or the Firm Shares to be sold acquisition or license by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions)of another person or entity; provided, joint ventureshowever, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CF), (x) and for the avoidance of doubt, that the Company such Shares shall not file any registration statement under in the Securities Act in respect aggregate exceed 10% of such the Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the offered Shares or Related Securities issued during contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-up PeriodUp Agreement in the form attached as Exhibit A, and (G) issue Shares in connection with the payment of accrued dividends on shares of the Company’s preferred stock as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securities, warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares pursuant to any stock option, stock bonus bonus, or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue file a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in an amount up to an aggregate the Registration Statement, the Time of 5% Sale Prospectus and the Prospectus, (D) issue shares of Common Stock in connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions), acquisition or (E) issue shares of Common Stock or Related Securities in connection with joint ventures, commercial relationships or other strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CD) and for (E), (x) the avoidance aggregate number of doubt, that shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company shall not file any registration statement under aggregate number of shares of Common Stock outstanding immediately following the Securities Act in respect consummation of the offering of the Offered Shares pursuant to this Agreement and (y) the holders of such Shares or Related Securities issued options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during the such Lock-up PeriodPeriod without the prior written consent of the Representatives (which consent may be withheld in their sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 30th 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 Representatives Underwriter (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus, provided that(C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the case of options to purchase Shares granted to a director or executive officer Registration Statement, (D) assist any stockholder of the Company during in the Lockestablishment and implementation of a trading plan by such stockholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of shares of Common Stock; provided that may become exercisable any such plan established after the date hereof does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Period, (CE) issue Shares or Related Securities shares of Common Stock in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise or any of its subsidiaries of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions)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 alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtransactions; provided that, in the case of clause immediately preceding clauses (CE) and for (F), the avoidance aggregate number of doubt, that the Company shall not file any registration statement under the Securities Act in respect restricted stock awards and shares of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Common
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 “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that none of such securities will vest or rights ultimately exchangeable become exercisable, as applicable, during the 60-day restricted period without the Representative’s prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below.
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 30th 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b16a-1(h) under of the Exchange Act) of any Shares Act Regulations, 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire shares of any the Common Shares or Related Securities securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares). Notwithstanding the filing offoregoing, if (x) during the last 17 days of the 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or amendment to(y) prior to the expiration of the 30-day restricted period, one or more registration statements the Company announces that it will release earnings results during the 16-day period beginning on Form S-8 the last day of the 30-day period, the restrictions imposed in respect this clause shall continue to apply until the expiration of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect 18-day period beginning on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingissuance of the earnings release or the occurrence of the material news or material event; provided, however, that such extension of the 30-day restricted period shall not apply if, (i) at the expiration of the 30-day restricted period, the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company may meets the applicable requirements of paragraph (Aa)(1) effect of Rule 139 under the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described 1933 Act in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of will provide the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fullyand any co-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement managers and the Optional Shares, only each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 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 Representatives Representative (which consent may be withheld in their 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock180-up Period day period without the prior written consent of the Representatives Representative (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Representative). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully180-diluted shares outstanding as 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 date 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 Prospectus (including 180-day period, the Firm Shares 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; provided, however, that such restrictions shall not be sold so extended solely by virtue of the Company pursuant to this Agreement publishing or distribution by any Underwriter of 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 Optional Shares, only Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representative and any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License gives rise to an extension of the restricted period and Collaboration Agreement, dated (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, described in the case of clause (C) Disclosure Package and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, SharesProspectus.
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 sixtieth (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 Representatives Representative (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusSecurities); 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 or conversion of Related Securities, Securities pursuant to any stock share option, stock bonus share bonus, employee share purchase or other stock share plan or arrangement or other Related Securities 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, provided thatthat such Related Securities have not been amended since the date of this Agreement to increase the number of such Related Securities or to decrease the exercise price, exchange price or conversion price of such Related Securities or to extend the term of such Related Securities; (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 case Registration Statement, the Time of options Sale Prospectus or the Prospectus; (E) issue and allot ordinary shares to purchase Shares granted Athyrium Opportunities IV Acquisition LP (“Athyrium”) under the subscription agreement dated October 1, 2021 between the Company and Athyrium and file a registration statement under the Securities Act for the resale of such shares (provided that this registration statement shall not be declared effective prior to a director or executive officer the sixtieth (60th) day following the date of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options Prospectus); and (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (CF) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securitiesany acquisition, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions)strategic investment, joint venturesventure, strategic alliancescommercial or collaborative relationship or license; provided, partnering arrangements or equipment leasing arrangements)however, and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (CF), (x) such issuance shall only 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 avoidance purpose of doubtraising capital or to an entity whose primary business is investing in securities, that the Company (y) such Shares and Related Securities shall not file any registration statement under in the aggregate exceed 5% of the Company’s outstanding Shares on a fully diluted basis after giving effect to the sale of the Offered Securities Act in respect of such Shares or Related Securities issued during contemplated by this Agreement and (z) the recipients thereof provide to the Representative a signed Lock-up Period. Up Agreement in substantially the form attached as Exhibit B. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares; and “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
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 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 Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale each Applicable Prospectus and (ii) the Prospectus, provided that, Company may issue Shares in connection with the case of options to purchase Shares granted to a director or executive officer acquisition of the assets of, or a majority or controlling portion of the 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 Lock90-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters day restricted period shall not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5exceed 10.0% of the sum of the Company’s fully-diluted shares Shares issued and outstanding as of the date of such acquisition agreement or joint venture agreement, as the Prospectus case may be, and (including the Firm Shares to be sold by the Company y) each person receiving shares pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrantsclause (ii) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, enters into an agreement in the case form of clause (C) and Exhibit B hereto for the avoidance balance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 30th 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b16a-1(h) under of the Exchange Act) of any Shares Act Regulations, 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire shares of any the Common Shares or Related Securities securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares). Notwithstanding the filing offoregoing, if (x) during the last 17 days of the 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or amendment to(y) prior to the expiration of the 30-day restricted period, one or more registration statements the Company announces that it will release earnings results during the 16-day period beginning on Form S-8 the last day of the 30-day period, the restrictions imposed in respect this clause shall continue to apply until the expiration of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect 18-day period beginning on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoingissuance of the earnings release or the occurrence of the material news or material event; provided, however, that such extension of the 30-day restricted period shall not apply if, (i) at the expiration of the 30-day restricted period, the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company may meets the applicable requirements of paragraph (Aa)(1) effect of Rule 139 under the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described 1933 Act in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer manner contemplated by Rule 2711(f)(4) of the former NASD Manual. The Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of will provide the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 6(i) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options or warrants to acquire shares of any the Ordinary Shares or Related Securities securities exchangeable or exercisable for or convertible into Ordinary Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 of its Ordinary Shares or options to purchase its Ordinary Shares, or issue Ordinary Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration StatementProspectus and (ii) the Company may enter into an agreement to issue, but may not issue, Ordinary Shares in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with, another entity. 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 Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Time of Sale Prospectus and Company announces that it will release earnings results during the Prospectus, provided that, in 16-day period beginning on the case of options to purchase Shares granted to a director or executive officer last day of the Company during 90-day period, the Lock-up Period that may become exercisable during restrictions imposed in this clause shall continue to apply until the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and any co-managers, the Optional Shares, only Selling Shareholder and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(n) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 180th 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 Representatives (which consent may be withheld in 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 and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue file one or more registration statements on Form S-8 with respect to any Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives (which consent may be withheld in 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 and other than Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)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 or conversion of Related Securities, in each case, pursuant to any stock option, stock bonus bonus, employee stock purchase plan, or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fullyany non-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including employee director pursuant to any non-employee benefit plans assumed director compensation plan or program described in connection with such transactions)the Registration Statement, joint venturesthe Time of Sale Prospectus and the Prospectus, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, are described in the case Registration Statement, Time of clause Sale Prospectus and the Prospectus, (CE) and for the avoidance of doubt, that the Company shall not file any one or more registration statement under the Securities Act in respect of such statements on Form S-8 to register Shares or Related Securities issued during or issuable pursuant to any plans or programs described in (B) or (C) above, and (F) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliances, commercial, lending or other collaborative or strategic transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of Shares or Related Securities (on an as-converted or as-exercised basis, as the case may be) that the Company may issue or agree to issue pursuant to this clause (F) shall not exceed 10% of the total number of shares of common stock of the Company immediately following the completion of the transactions contemplated by this Agreement and that each recipient thereof provides to the Representatives a signed Lock-up PeriodAgreement substantially in the form of Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Reneo 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, and as modified solely with respect to clause (E) below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.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 180th 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 Representatives Xxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Fargo (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 Xxxxxxxxx, Xxxxxx Xxxxxxx or Xxxxx Fargo (A) effect the transactions contemplated herebyhereby and the Transactions contemplated by the Transaction Agreements, (B) grant or issue Shares or Shares, options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional restricted Shares, only to the extent such Optional Shares are issued, LTIP Units and giving effect to the Warrant Shares issuable upon exercise of the Preother equity-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares based awards pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.2015 Equity
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 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 Representatives Ladenburg (which consent may be withheld in their at the sole discretiondiscretion of Ladenburg), 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 otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided thatand (y) Shares in exchange for Operating Subsidiary units as described in each Applicable Prospectus. Notwithstanding the foregoing, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Ladenburg waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of Ladenburg), except that such extension will not apply if, within three business days prior to be sold 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 pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by National Association of Securities Dealers (“NASD”) Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. 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 ending on and including the 90th 75th 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 each of the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), 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) 16a-1 under the Exchange Act) , or liquidate otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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, (Bx) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (y) file any registration statement with respect to Shares or other Related Securities securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus. Notwithstanding the Registration Statementforegoing, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless each of the Representatives waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Representatives), except that such extension will not apply if (1) within three business days prior to be sold 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 pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension) and (2) the Representatives, in their sole discretion, also make the determinations described in clauses (1)(y) and (1)(z) of this Section 3(o). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (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 ending on the 90th 60th 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 Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short salepledge, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock60-up Period day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives) and provided, further, that nothing in their sole discretionthis subsection (n) shall prohibit the Company from (i) issuing up to 114,106 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”), (Ciii) issue Shares 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 60-day restricted period other than a prospectus supplement to register the offer and sale of future shares under the DRSPP or Related Securities (iv) in an amount up the event that the Company does not meet the requirements for filing a registration statement on Form S-3 during the 60-day restricted period, filing a Form S-1 solely to an aggregate register the offer and sale of 5% future shares under the DRSPP. Notwithstanding the foregoing, if (i) during the last 17 days of the sum 60-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 Company’s fully60-diluted shares outstanding as day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-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 Prospectus (including issuance of the Firm Shares to be sold by earnings release or the occurrence of the material news or material event. The Company pursuant to this Agreement will provide the Representatives and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(h) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 30th day following the date of the Prospectus this Agreement (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Representative, 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) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under Forward Shares or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Forward Sale Prospectus and the ProspectusAgreements); 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 or options to purchase Sharesshares of Common Stock or Related Securities, or issue Shares shares of Common Stock or Related Securities upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities related to the compensation of directors, officers and employees of the Company and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up shares of Common Stock pursuant to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company Dividend Reinvestment and Common Stock Purchase Plan that are not issued pursuant to this Agreement and the Optional Sharesa “Request for Waiver” under such Plan, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issues shares of Common Stock upon redemption of partnership units (“OP Units”) of the Operating Partnership, or (E) issue Shares shares of Common Stock pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up PeriodForward Sale Agreements. 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 (OHI Healthcare Properties Limited Partnership)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th day following the date of the Prospectus (such period 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 Representatives Representative (which consent may be withheld in their the Representative’s 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) 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or plan, arrangement or other Related Securities agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (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 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 Representatives BMO (which consent may be withheld in their at the sole discretiondiscretion of BMO), 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 that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 Common Shares, or issue Shares upon exercise or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable become exercisable, as applicable, during the 90-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or exercisable forthe issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or convertible into(f) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, Shareshowever, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. 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 Company occurs, or (y) 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 Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 Shares and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants)) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 Representatives (which consent may be withheld in 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 and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of options or conversion of Related Securitieswarrants, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), ; (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), ; and (D) issue transfer or dispose of Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.in
Appears in 1 contract
Samples: Underwriting Agreement (Minerva Neurosciences, 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 Representatives Representative (which consent may be withheld in their at the sole discretiondiscretion of the Representative), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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, equity awards, restricted stock, or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus bonus, employee benefit plan or other stock plan or arrangement or other Related Securities in existence on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in the case (ii) issue securities upon exercise or conversion of options to purchase Shares granted to a director or executive officer any of the Company’s outstanding securities or rights outstanding on the date hereof; (iii) file a registration statement on Form S-8 relating to employee benefit plans and (iv) the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with strategic transactions involving the Company and other entities, including without limitation, issuances in connection with strategic transactions (including a drilling fund), joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements. Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of the Representative), except that such extension will not apply if, (i) within three business days prior to be sold 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 pursuant to this Agreement and that (i) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) “actively traded securities” (as defined in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsRegulation M), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dii) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Placement Agents during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Placement Agents with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxxxxx, Xxxxxx Xxxxxxx and BofA Securities, Inc. (“BofA”) (which consent may be withheld in 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 publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or during the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusLock-up Period); 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 any Shares of the Company issued upon the exercise of options or options to purchase Sharesany equity awards, or issue Shares upon exercise or conversion of Related Securitiesin each case, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(C) file a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the case Registration Statement, the Time of options to purchase Shares granted to a director Sale Prospectus and Prospectus or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodany assumed employee benefit plan contemplated by clause (E), such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or D) issue Shares issued upon the exercise exercise, conversion or exchange of such options) during such Lock-up Period without the prior written consent securities of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (including E) issue up to an aggregate amount not to exceed 5.0% of the Firm total number of Shares to be sold outstanding immediately following the issuance of the Offered Shares, issued by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of securitiestechnology, businesses, assets or intellectual property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionslicenses), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause clauses (CB) and for the avoidance of doubtthrough (D), that the Company shall not file any registration statement under cause each recipient that is a member of the Securities Act in respect Company’s board of such Shares directors, executive officer of the Company or Related Securities issued during a beneficial holder of 10.0% of the fully diluted capital stock of the Company to execute a Lock-up Agreement for the Lock-up Period; provided further that, in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period 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 [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 Representatives Xxxxxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxxxxxxxx), 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 Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided thatbut only if the holders of such shares, in the case options, or shares issued upon exercise of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodsuch options, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period [180]-day period without the prior written consent of the Representatives Xxxxxxxxxxx (which consent may be withheld in their at the sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% discretion of the sum Xxxxxxxxxxx). Notwithstanding the foregoing, if (x) during the last 17 days of the Company’s fully-diluted shares outstanding as [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 date [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 Prospectus (including [180]-day period, the Firm Shares restrictions imposed in this clause shall continue to be sold by 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 pursuant to this Agreement will provide the Representative and the Optional Shares, only any co-managers and each individual subject to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares restricted period pursuant to the terms lockup letters described in Section 5(l) with prior notice of any such announcement that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes 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, 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 ending on and including 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 Representatives Ladenburg (which consent may be withheld in their at the sole discretiondiscretion of Ladenburg), 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 otherwise dispose of or decrease transfer, or announce the offering of, or file any “call equivalent position” (as defined in Rule 16a-1(b) registration statement under the Exchange Act) of Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or Related Securities; securities exchangeable or exercisable for or convertible into Shares (iii) pledgeother than as contemplated by this Agreement with respect to the Offered Shares), 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; (vii) enter into any swap, hedge or similar arrangement or agreement that transfers, 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 and other than the filing ofShares, or amendment to, one securities exchangeable or more registration statements on Form S-8 in respect exercisable for or convertible into Shares currently or hereafter owned either of any shares issued under record or beneficially by the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (Ax) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, provided that, (y) Shares in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the case of options to purchase Shares granted to a director or executive officer ordinary course of the Company Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity). Notwithstanding the foregoing, if (i) during the Lock-up Period that may become exercisable during last 17 days of the Lock-up Period, such director the Company issues an earnings release or executive officers agrees 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 writing with each case the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without will be extended until the prior written consent expiration of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully18-diluted shares outstanding as of day period beginning on the date of the Prospectus issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Ladenburg waives, in writing, such extension (including which waiver may be withheld at the Firm Shares sole discretion of Ladenburg), except that such extension will not apply if, within three business days prior to be sold 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 pursuant to this Agreement and that (x) the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to “actively traded securities” (as defined in Regulation M under the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionsExchange Act), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (Dy) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in respect the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such Shares or Related Securities issued during extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. 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 (American Realty Capital Properties, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Leerink (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 conversion of Related Securitieswarrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, the recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the case form of options Exhibit A hereto, (C) file a registration statement on Form S-8 with respect to purchase Shares granted any securities issued or issuable pursuant to a director any stock option, stock bonus or executive officer other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the Company during in the Lockestablishment of a trading plan by such stockholder pursuant to Rule 10b5-up Period 1 under the Exchange Act for the transfer of shares of Common Stock; provided that may become exercisable such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such director or executive officers agrees in writing with the Underwriters plan does not to sell, offer, dispose of require or otherwise transfer result in any such options (public filing or Shares issued upon the exercise other public announcement of such options) plan during such Lock-up Period without and such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of the Representatives (which consent may be withheld lock-up agreement between such stockholder and the Underwriters in their sole discretion)connection with the offering of the Offered Shares, (CE) issue Shares or Related Securities shares of Common Stock in an amount up to an aggregate of 5% of connection with the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold acquisition by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businessesbusiness, property or other assets (including of another person or business entity or pursuant to any employee benefit plans plan assumed by the Company in connection with any such transactions), joint ventures, strategic alliances, partnering arrangements acquisition or equipment leasing arrangements), and (DF) issue Shares pursuant to the terms shares of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.Common
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in 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 and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 conversion of Related Securitieswarrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, the recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the case form of options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Exhibit A hereto, (C) issue Shares file a registration statement on Form S-8 with respect to any securities issued or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed stock option, stock bonus or other stock plan or arrangement described in connection with such transactions)the Registration Statement, joint venturesthe Time of Sale Prospectus and the Prospectus, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement Rule 10b5-1 under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.the
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th 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 Representatives Representative (which consent may be withheld in their 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 Securities and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, ; (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) issue Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of options to purchase clauses (B) and (C) recipients of such Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees Related Shares agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided thatand, in the case of clause (C) and for ), the avoidance sum of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Minerva Neurosciences, 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 Representatives (which consent may be withheld in 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 and other than the filing of, Shares or amendment to, one or more except for registration statements on Form S-8 in with respect of to any shares and all Shares or Related Securities to be issued under or the grant of any award pursuant to an any employee benefit plan in effect on the date hereof and that are or compensation plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or options to purchase Shares, or issue Shares upon exercise or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in but only if the case holders of such Shares or options to purchase Shares granted to a director or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares outstanding as of the date of the Prospectus connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise filing of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property a registration statement on Form S-4 or other assets (including pursuant to any employee benefit plans assumed in connection appropriate form with such transactionsrespect thereto), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubt), that the Company shall not file any registration statement under the Securities Act in respect recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit B hereto and the sum of the aggregate number of Shares or Related Securities so issued during shall not exceed 5% of the Lock-up Periodtotal outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their 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 Securities and other than the filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that, in that the case of options recipients thereof provide to purchase Shares granted to the Representative a director or executive officer of the Company during the signed Lock-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion)Agreement, (C) issue Shares or Related Securities in an amount up pursuant to an aggregate the exercise of 5% of the sum of the Company’s fully-diluted shares options outstanding as of on the date of hereof, provided that the Prospectus (including the Firm Shares to be sold by the Company pursuant to this Agreement and the Optional Shares, only recipients thereof provide to the extent such Optional Shares are issuedRepresentative a signed Lock-up Agreement, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of that certain License a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and Collaboration Agreementthe Prospectus and (E) issue Shares or Related Securities, dated as or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of December 2the business, 2019property, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amendedtechnology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that, in the case of clause (C) and for the avoidance of doubt, that the Company shall not file any registration statement under the Securities Act in respect aggregate number of such Shares or Related Securities issued during that the Company may issue or agree to issue pursuant to this clause (E) shall not exceed 7.5% of the total outstanding share capital of the Company immediately following the issuance of the Offered Shares; and provided further that the recipients thereof provide to the Representative a signed Lock-up PeriodUp 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 45th 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 Representatives Jxxxxxxxx, Xxxxxx Xxxxxxx and BofA Securities, Inc. (“BofA”) (which consent may be withheld in 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 publicly file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and other than Shares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing of, or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or during the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the ProspectusLock-up Period); 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 any Shares of the Company issued upon the exercise of options or options to purchase Sharesany equity awards, or issue Shares upon exercise or conversion of Related Securitiesin each case, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that(C) file a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the case Registration Statement, the Time of options to purchase Shares granted to a director Sale Prospectus and Prospectus or executive officer of the Company during the Lock-up Period that may become exercisable during the Lock-up Periodany assumed employee benefit plan contemplated by clause (E), such director or executive officers agrees in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such options (or D) issue Shares issued upon the exercise exercise, conversion or exchange of such options) during such Lock-up Period without the prior written consent securities of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5% of the sum of the Company’s fully-diluted shares Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (including E) (i) issue Shares in connection with the Firm transactions contemplated by the Merger Agreement (as defined in the Registration Statement) and (ii) issue up to an aggregate amount not to exceed 5.0% of the total number of Shares to be sold outstanding on the date hereof, issued by the Company pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrants) in connection with mergers other mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of securitiestechnology, businesses, assets or intellectual property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactionslicenses), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, in the case of clause (C) and for the avoidance of doubtE)(ii), that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lockcause each recipient to execute a lock-up Periodagreement for the Restricted Period 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 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 Representatives Xxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxxxxx), 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 or Related Securities; (vii) submit of, or file any registration statement under the Securities Act in respect of of, any Shares, options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Securities and other than the filing of, Shares) or amendment to, one or more registration statements on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus); 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 or conversion of Related Securitiesoptions, pursuant to any stock option, stock bonus or other stock plan or arrangement or other Related Securities described in the Registration Statement, the Time of Sale each Applicable Prospectus and (ii) the Prospectus, provided that, Company may issue Shares in connection with the case of options to purchase Shares granted to a director or executive officer acquisition of the assets of, or a majority or controlling portion of the 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 Lock90-up Period that may become exercisable during the Lock-up Period, such director or executive officers agrees in writing with the Underwriters day restricted period shall not to sell, offer, dispose of or otherwise transfer any such options (or Shares issued upon the exercise of such options) during such Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), (C) issue Shares or Related Securities in an amount up to an aggregate of 5exceed 10.0% of the sum of the Company’s fully-diluted shares Shares issued and outstanding as of the date of such acquisition agreement or joint venture agreement, as the Prospectus case may be, and (including the Firm Shares to be sold by the Company y) each person receiving shares pursuant to this Agreement and the Optional Shares, only to the extent such Optional Shares are issued, and giving effect to the Warrant Shares issuable upon exercise of the Pre-Funded Warrantsclause (ii) in connection with mergers or acquisitions of securities, businesses, property or other assets (including pursuant to any employee benefit plans assumed in connection with such transactions), joint ventures, strategic alliances, partnering arrangements or equipment leasing arrangements), and (D) issue Shares pursuant to the terms of that certain License and Collaboration Agreement, dated as of December 2, 2019, by and between Xenon Pharmaceuticals Inc. and Neurocrine Biosciences, Inc., as amended; provided that, enters into an agreement in the case form of clause (C) and Exhibit B hereto for the avoidance balance of doubt, that the Company shall not file any registration statement under the Securities Act in respect of such Shares or Related Securities issued during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
