Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx (which consent may be withheld at the sole discretion of Bxxxx), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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
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 ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx each of the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby (B) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, (y) but only if the holders of such Shares or options agree in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction writing with the acquisition Underwriters not to sell, offer, dispose of properties in the ordinary course of the Company’s business as described in each Applicable Prospectus (but not or otherwise issued in conjunction with transfer any financing such Shares or capital raising activity). Notwithstanding the foregoing, if (i) options 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 such Lock-up Period will be extended until without the expiration prior written consent of each of the 18-day period beginning on Representatives (which consent may be withheld in their sole discretion) and (C) issue Shares or Related Securities to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration or the acquisition or license of any business products or technology provided that the aggregate number of Shares or Related Securities issuable under this clause (C) shall not exceed five percent (5%) of the outstanding Common Stock as of the date of hereof, provided further that prior to the issuance of the earnings release such Shares or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 PeriodRelated Securities, the Company delivers a certificate, signed by the Chief Financial Officer holders of such Shares or Chief Executive Officer of the Company, certifying on behalf of the Company that (x) the Shares are “actively traded securities” (as defined Related Securities agree in Regulation M under the Exchange Act), (y) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or Related Securities during the 15 days before or after the last day of the such Lock-up Period without the prior written consent of each of the Representatives (before giving effect to such extensionwhich consent may be withheld in their sole discretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension For purposes of the Lock-up Periodforegoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Supernus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx CF&CO (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in; (iv) in any other way transfer or dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities; (other than as contemplated by this Agreement with respect to the Offered Shares), (iiv) 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 Shares, offering of any Shares or securities exchangeable Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially Related Securities (other than a Form S-8 and as contemplated by this Agreement with respect to the Company Securities); or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xA) Shares or options to purchase Shares, or effect the transactions contemplated hereby and (B) issue Shares upon exercise of options, pursuant to and awards under any stock option, stock bonus or other stock equity incentive plan or arrangement described in each Applicable Prospectusthe Registration Statement, (y) Shares in exchange for Operating Partnership units the Time of Sale Prospectus and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties Prospectus in the ordinary course of the Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity)business. Notwithstanding For purposes of the foregoing, if (i) during the last 17 days of the Lock-up Period“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, the Company issues an earnings release or material news to acquire other securities or a material event relating to the Company occurs rights ultimately exchangeable or (ii) prior to the expiration of the Lock-up Periodexercisable for, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodor convertible into, 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodShares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Company Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue (x) Shares or Shares, options to purchase SharesShares or restricted stock units, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell (includingsell, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act, ) or otherwise dispose of liquidate or transfer, or announce the offering of, or file decrease any registration statement “call equivalent position “ (as defined in Rule 16a-1(b) under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement Exchange Act) with respect to the Offered Shares)any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iiiv) in any other way transfer or dispose of Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the Shares, offering of any Shares or securities exchangeable Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or exercisable for or convertible into Related Securities (other than (a) as contemplated by this Agreement with respect to the Offered Shares currently or hereafter owned either of record or beneficially by the Company or (iiib) pursuant to a registration statement on Form S-8 for employee benefit plans); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) sell Shares hereunder, (ii) issue Shares (xincluding restricted stock or restricted stock units) Shares or options to purchase Shares, or (iii) issue Shares upon exercise of optionsoptions or 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 Securities 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 described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, and additionally that any such issuance under clause (yii) above shall consist only of Shares not transferrable during the Lock-up Period, or restricted stock units that do not settle in exchange for Operating Partnership units Shares or Related Securities that are transferrable during the Lock-up Period, or options not exercisable during the Lock-up Period and (zb) units any such issuances under clause (iv) above shall be conditioned upon the execution by each recipient of such Shares or Related Securities of a lock-up agreement with the Underwriters prohibiting transfers during the remainder of the Operating Partnership (which are redeemable or exchangeable for Shares) solely Lock-Up Period in conjunction with a form satisfactory to the acquisition Representatives. For purposes of properties in the ordinary course of the 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 “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities 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 Lock90-day initial lock-up Periodperiod, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodsuch 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 disclosure of the material news or occurrence of the material event, as applicable, unless Bxxxx waivesthe Representatives waive, in writing, such extension (which waiver may be withheld at the in their sole discretion of Bxxxx)discretion, except that such extension will not apply if, within three business days prior during any period subsequent to the 15th calendar day before the last day of the Lock-up Period, delivery by the Company delivers of a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (xi) the Shares are an “actively traded securitiessecurity” (as defined in Regulation M under the Exchange ActM), (yii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct FINRA Rule 2711(f)(4), and (ziii) the provisions of NASD Conduct 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 ending on and including the 60th 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx JMP (which consent may be withheld at the sole discretion of BxxxxJMP), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or upon conversion or exchange of other securities, pursuant to any stock incentive, stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the Company’s business Subsidiaries Units as described in each Applicable Prospectus Prospectus, and (but not otherwise issued z) Shares, securities convertible or exchangeable into Shares, and derivative securities with respect to which Shares are a reference security, in conjunction each case in connection with any financing acquisition of or capital raising activitymerger 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 an issuance of Acquisition Securities during the Lock-up Period, it shall be a condition to such issuance that the individual or entity to whom the Acquisition Securities are issued execute and deliver to JMP an agreement stating that during the Lock-Up Period, such individual or entity will not, without the prior written consent of JMP (which consent may be withheld at the sole discretion of JMP), directly or indirectly, (A) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Acquisition Securities, options, rights or warrants to acquire Acquisition Securities or securities exchangeable or exercisable for or convertible into Acquisition 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 securities exchangeable or exercisable for or convertible into 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, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx JMP waives, in writing, such extension (which waiver may be withheld at the sole discretion of BxxxxJMP), 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 NASD 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 ending on and including the 60th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Xxxxx (which consent may be withheld at the sole discretion of BxxxxXxxxx), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx Xxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of BxxxxXxxxx), 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 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
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 ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at in the sole discretion of Bxxxxthe Representatives), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant except for registration statements on Form S-8 with respect to any stock option, stock bonus and all Shares or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the Company’s business as described in each Applicable Prospectus (but not otherwise Related Securities to be issued in conjunction with any financing or capital raising activity). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.pursuant to
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 30th day following the date of the Prospectus (as the same may be extended as described belowProspectus, the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the sole discretion of Bxxxxthe Representatives), directly or indirectly, (i) sell (includingissue, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Sharesshares of Series G Preferred Stock, optionsany Series G Units, rights any other shares of Preferred Stock, any other preferred units of limited partnership interest of the Operating Partnership ( “Preferred Units”), any securities of the Company substantially similar to the Series G Preferred Stock, any partnership interests of the Operating Partnership substantially similar to the Series G Units or warrants to acquire Shares any depositary shares or depositary receipts representing or evidencing any of the foregoing or any securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Sharesforegoing, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the an intention to do any of the foregoingforegoing (other than the issuance and sale of the Shares to the Underwriters and the issuance of Series G Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement); provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise shares of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (y) Shares its Series A Preferred Stock in exchange for Operating Partnership units and (z) units outstanding Series A Preferred Units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with without the acquisition of properties in the ordinary course prior written consent of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodRepresentatives.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 30th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx each of the Representatives (which consent may be withheld at the sole discretion of Bxxxxthe Representatives), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, Prospectus and (y) file any registration statement with respect to 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 ordinary course of the Company’s business as other securities pursuant to any stock option, stock bonus or other stock plan or arrangement 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodProspectus.
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 ending on and including the 60th 45th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx each of the Underwriters (which consent may be withheld at the sole discretion of Bxxxxthe Underwriters), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the any Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, Prospectus and (y) file any registration statement with respect to 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 ordinary course of the Company’s business as other securities pursuant to any stock option, stock bonus or other stock plan or arrangement 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodProspectus.
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 ending on and including the 60th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Ladenburg (which consent may be withheld at the sole discretion of BxxxxLadenburg), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx Ladenburg waives, in writing, such extension (which waiver may be withheld at the sole discretion of BxxxxLadenburg), 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 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
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 ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or otherwise Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering ofof any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect ofof any ADSs, any Shares, options, rights or warrants to acquire Ordinary Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesADSs); (viii) effect a reverse stock split, (ii) enter into any swaprecapitalization, hedge share consolidation, reclassification or similar arrangement or agreement that transfers in whole or in part, transaction affecting the economic risk of ownership of the outstanding Ordinary Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue (x) ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, (yC) issue and sale of, and/or file registration statements and/or effect transactions related to offer and resale of, any ADSs or Ordinary Shares issued or to be issued pursuant to the definitive subscription agreements (including the warrants thereof) the Company entered into in exchange September 2020, as described under the section titled “Description of Share Capital” in the Time of Sale Prospectus and the Prospectus, (D) file registration statements related to the resale of the ADSs or Ordinary Shares by certain third parties pursuant to the call options substantially in the form of Exhibit 4 to Form Schedule 13D filed on September 14, 2020 by Xxxxxxxxx Capital Advisors, Ltd. relating to the Company; (E) file registration statements in connection with the resale of, any ADSs or Ordinary Shares by the directors and executive officers of the Company in private placements, if the aggregate offering amount is less than US$30,000,000 combined for Operating Partnership units all such private placements; and (zF) units make an announcement of an initial public offering of ADSs, Ordinary Shares or Related Securities on a recognized exchange outside of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition United States. For purposes of properties in the ordinary course of the 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 last 17 days of the Lock-up Period“Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, the Company issues an earnings release or material news to acquire other securities or a material event relating to the Company occurs rights ultimately exchangeable or (ii) prior to the expiration of the Lock-up Periodexercisable for, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodor convertible into, 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 ADSs or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodOrdinary Shares.
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 ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xA) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.the
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Representative (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xA) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (y) Shares in exchange for Operating Partnership units and (z) units of effect the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.transactions
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Underwriter (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any shares of its Common Stock or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 of Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any 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, of any shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights shares of Common Stock or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xA) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectuseffect the transactions contemplated hereby, (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 ordinary course of the Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activityB). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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
Samples: Alaunos Therapeutics, Inc.
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Bxxxx DB and FAC (which consent may be withheld at the sole discretion of BxxxxDB or FAC), directly or indirectly, (i) sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfer, transfer (or announce enter into any transaction which is designed to result in the offering disposition of), or file any registration statement under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of the Common Stock or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xi) the Shares to be sold hereunder, (ii) shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, (yiii) Shares securities to collaborators, vendors, distributors and customers, (iv) securities in exchange for Operating Partnership units connection with strategic or other significant investments in the Company, (v) securities in any business combination and any registrations relating thereto, and (zvi) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the 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 last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating securities granted to consultants to the Company occurs or as compensation for their services, but, in the case of (ii), (iii), (iv), (v) prior and (vi), only if the holders of such securities agree (or have agreed) in writing not to the expiration directly or indirectly sell, offer, dispose of the Lock-up Period, the Company announces that it will release earnings results or otherwise transfer any such shares or options during the 16such 180-day period beginning on without the last day prior written consent 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 Bxxxx waives, in writing, such extension DB and FAC (which waiver consent may be withheld at the sole discretion of Bxxxx), 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 DB 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 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 extensionFAC). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(i) with prior notice of any such announcement event that gives rise to an extension of the Lockrestricted period under such lock-up Periodletters.
Appears in 1 contract
Samples: Alphatec Holdings, Inc.
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Representative (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.the
Appears in 1 contract
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Underwriter (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell (includingsell, without limitation, any short sale), offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale of, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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) with respect to any Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) announce and effect the transactions contemplated by this Agreement; (B) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, (y) Shares in exchange for Operating Partnership units ; and (zC) units of the Operating Partnership (which are redeemable file any registration statement on Form S-8 designed to register or exchangeable for Shares) solely in conjunction with the acquisition of properties replace any equity plan or arrangement described in the ordinary course Registration Statement, the Time of Sale Prospectus and the Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity)Prospectus. Notwithstanding For purposes of the foregoing, if (i) during the last 17 days of the Lock-up Period“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, the Company issues an earnings release or material news to acquire other securities or a material event relating to the Company occurs rights ultimately exchangeable or (ii) prior to the expiration of the Lock-up Periodexercisable for, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodor convertible into, 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodShares.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (as the same may be extended as described belowsuch period, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Leerink (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell (includingsell, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities; (other than as contemplated by this Agreement with respect to the Offered Shares), (iiv) 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 Sharesoffering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Shares and (B) the filing of, or securities exchangeable amendment to, one or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company more registration statements on Form S-8); or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue (x) Shares or options to purchase Shares, or issue Shares Related Securities upon exercise of optionsoptions or upon distribution pursuant to restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.Registration
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During The Company agrees not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, lend, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the period commencing on and including the date hereof and ending on and including the 60th day following the date consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any shares of common stock or other securities convertible into, exchangeable for, or otherwise exercisable to acquire shares of common stock or other equity securities of the Prospectus Company (as collectively, the same may be extended as described below, “Related Securities”) for a period of 90 days after the Closing Date (the “Lock-up Period”), the Company will not, without the the prior written consent of Bxxxx (which consent may be withheld at the sole discretion of Bxxxx)Canaccord, directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 Underwriters, such consent not to be unreasonably withheld, except, in conjunction with: (xi) the Shares grant of stock options, restricted share units (“RSUs”) or other equity awards pursuant to the Company’s share incentive plan, and other share compensation arrangements, provided such options, RSUs and other similar securities are “actively traded securities” granted or issued with an exercise price not less than the purchase price per Share and accompanying Warrant; (as defined in Regulation M under the Exchange Act), (yii) the issuance of shares of common stock upon exercise, conversion or settlement of options, RSUs, warrants or other convertible securities outstanding as of the date of this Agreement; (iii) the issuance of securities by the Company meets in connection with its ongoing litigation related to its Next Green Wave acquisition; (iv) the applicable requirements issuance of paragraph (a)(1) of Rule 139 under securities by the Securities Act Company in connection with acquisitions in the manner contemplated by NASD Conduct Rule 2711(f)(4)normal course of business, including without limitation, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; or (zv) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable Offered Securities 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.be sold hereunder
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 30th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the sole discretion of Bxxxxthe Representatives), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (yii) issue Shares in exchange for Operating Partnership units and (z) units upon exercise of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the Company’s business as warrants 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 last 17 days and outstanding as 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 this Agreement and (iii) issue Shares, options rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (A) as consideration for any acquisition, collaboration or other similar strategic transaction to which the issuance Company or any of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), except that such extension will not apply if, within three business days prior its subsidiaries is party pursuant to the 15th calendar day before terms of a definitive agreement or (B) in an offering exempt from 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 registration requirements of paragraph (a)(1) of Rule 139 under the Securities Act in to finance any acquisition, collaboration or other similar strategic transaction to which the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions Company or any of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating its subsidiaries is party pursuant to the Company published or distributed by any terms 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 Perioda definitive agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Inverness Medical Innovations Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or otherwise Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering ofof any ADSs, Ordinary Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect ofof any ADSs, any Shares, options, rights or warrants to acquire Ordinary Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesADSs), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and issue ADSs or Ordinary Shares to JJDC in connection with the Strategic Offering, (xB) issue ADSs or Ordinary Shares or grant free shares, options or warrants (including founders’ share warrants (bons de souscription de parts de créateur d’entreprise, or BSPCE), share warrants (bons de souscription d’actions, or BSA) and stock options (options de souscription d’actions) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of options or warrants (including BSPCE, BSA and stock options)), pursuant to any available shareholder resolution authorizing the issuance of such ADSs or Ordinary Shares in connection with any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, (yC) file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a stock option, stock bonus or other similar stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; (D) issue ADSs or Ordinary Shares in exchange for Operating Partnership units and (z) units connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the Operating Partnership (which are redeemable securities, business, property or exchangeable for Shares) solely other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in conjunction connection with the acquisition of properties any such acquisition; provided, however, that in the ordinary course case of clause (D), (x) such ADSs or Ordinary Shares shall not in the aggregate exceed 7.5% of the Company’s business outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives, on behalf of the Underwriters, a signed agreement substantially in the same form 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 last 17 days of the Lock-up PeriodUp Agreement on Exhibit E hereto; and (E) file a prospectus with the Commission related to an at-the-market sales program and issue and sell ADSs thereunder, 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 provided 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 such prospectus may only be extended until the expiration of the 18-day period beginning on filed at least 30 days after the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodFinal Prospectus Supplement.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 90th day following the date of the Prospectus (( as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Jefferies (which consent may be withheld at the sole discretion of BxxxxJefferies), directly or indirectly: (a) sell, offer to sell, contract to sell or lend any Common Stock or Related Securities (ias defined below); (b) sell (including, without limitation, effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (c) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (d) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (e) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (f) announce the offering of, of any Common Stock or Related Securities; (g) file any registration statement under the Securities Act in respect of, of any Shares, options, rights Common Stock or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiih) publicly announce the intention to do any of the foregoing; provided, however, that the preceding sentence shall not apply to (i) the Offered Shares, (ii) the issuance by the Company may issue (x) Shares of Common Stock or options to purchase SharesCommon Stock, or issue Shares the issuance by the Company of shares of Common Stock upon the exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.or
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Jefferies (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock optionoption plan, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, (y) Shares in exchange for Operating Partnership units and (z) units . For purposes of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the 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 “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities 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 Lock90-day initial lock-up Periodperiod, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs occurs, or (ii) prior to the expiration of the Lock-up Periodsuch period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Periodsuch 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 disclosure of the material news or occurrence of the material event, as applicable, unless Bxxxx Jefferies waives, in writing, such extension (which waiver may be withheld at the in its sole discretion of Bxxxx), 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 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 extensiondiscretion). The Company will provide the Representatives Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans described in the Prospectus), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.do
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Jefferies (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (xA) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (y) Shares in exchange for Operating Partnership units and (z) units of effect the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.transactions
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities; (other than as contemplated by this Agreement with respect to the Offered Shares), (iiv) enter into any swap, hedge or similar arrangement or agreement that transfers transfers, in whole or in part, the economic risk of ownership of the Sharesany Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or otherwise; (iiivi) publicly announce the intention to do offering of any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, Related Securities; (vii) submit or issue Shares upon exercise of options, pursuant to file any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 registration statement under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not 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 respect of any such announcement that gives rise to an extension of the Lock-up Period.Shares or Related Securities (other than as
Appears in 1 contract
Samples: Underwriting Agreement (Reneo Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the For a period commencing on and including the date hereof and ending on and including the 60th 180th day following after the date of the Prospectus (as the same may be extended as described below, the “Lock-up Up Period”), the Company will not, without the prior written consent of Bxxxx (which consent may be withheld at the sole discretion of Bxxxx)not to, directly or indirectly, (i1) sell (includingoffer for sale, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, pledge or otherwise dispose of (or transferenter into any transaction or device that is designed to, or announce could be expected to, result in the offering 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 an entity controlled by Txx X. Xxxx and 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 file any registration statement under the Securities Act in respect of, any Shares, sell or grant options, rights or warrants with respect to acquire Shares any shares of Common Stock or securities exchangeable or exercisable for or convertible into Shares or exchangeable for Common Stock (other than as contemplated by this Agreement with respect the grant of options pursuant to option plans existing on the Offered Sharesdate hereof), (ii2) enter into any swap, hedge swap or similar arrangement or agreement other derivatives transaction that transfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the Shares, registration of any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or exercisable for or convertible into Shares currently or hereafter owned either any other securities of record or beneficially by the Company (other than (i) any registration statement on Form S-8) and (ii) the shelf registration statement of Form S-1 (File No. 333-145386) or any amendment thereto) or (iii4) publicly announce disclose the intention to do any of the foregoing; provided, howeverin each case without the prior written consent of the Representatives, that on behalf of the Underwriters, and to cause each officer, director and stockholder of the Company may issue (x) Shares set forth on Schedule 2 hereto to furnish to the Representatives, prior to the Initial Delivery Date, a letter or options to purchase Sharesletters, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 substantially in the ordinary course form of Exhibit A hereto (the Company’s business as described in each Applicable Prospectus (but not otherwise issued in conjunction with any financing or capital raising activity“Lock-Up Agreements”). Notwithstanding ; notwithstanding the foregoing, if (i1) during the last 17 days of the Lock-up Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-up 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 Up Period, then the restrictions imposed in each case the Lock-up Period will be extended this paragraph 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 announcement of the material news or the occurrence of the material event, as applicableunless the Representatives, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 Underwriters, waive such extension in Regulation M under the Exchange Act), (y) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not 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.writing;
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx Ladenburg (which consent may be withheld at the sole discretion of BxxxxLadenburg), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx Ladenburg waives, in writing, such extension (which waiver may be withheld at the sole discretion of BxxxxLadenburg), 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 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 Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (American Realty Capital Properties, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, subject to certain exceptions and without the prior written consent of Bxxxx Cantor (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company ; or (iiiviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby and (B) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, (y) but only if the holders of such Shares or options agree in exchange for Operating Partnership units and (z) units of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction writing with the acquisition Underwriters not to sell, offer, dispose of properties in the ordinary course of the Company’s business as described in each Applicable Prospectus (but not or otherwise issued in conjunction with transfer any financing such Shares or capital raising activity). Notwithstanding the foregoing, if (i) options 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 such Lock-up Period will be extended until without the expiration prior written consent 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 Bxxxx waives, in writing, such extension Cantor (which waiver consent may be withheld at the in its sole discretion of Bxxxxdiscretion), except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day . For purposes of the Lock-up Periodforegoing, the Company delivers a certificate“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, signed by the Chief Financial Officer or Chief Executive Officer of the Companyto acquire other securities or rights ultimately exchangeable or exercisable for, certifying on behalf of the Company that (x) the Shares are “actively traded securities” (as defined in Regulation M under the Exchange Act)or convertible into, (y) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) are not 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 PeriodShares.
Appears in 1 contract
Samples: Underwriting Agreement (Fennec Pharmaceuticals Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 30th day following the date of the Prospectus (as the same may be extended as described below, the “Lock"LOCK-up Period”UP PERIOD"), the Company will not, without the prior written consent of Bxxxx the Representatives (which consent may be withheld at the sole discretion of Bxxxxthe Representatives), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (yii) issue Shares in exchange for Operating Partnership units and (z) units upon exercise of the Operating Partnership (which are redeemable or exchangeable for Shares) solely in conjunction with the acquisition of properties in the ordinary course of the Company’s business as warrants 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 last 17 days and outstanding as 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 this Agreement and (iii) issues Shares, options rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (A) as consideration for any acquisition, collaboration or other similar strategic transaction to which the issuance Company or any of the earnings release or the occurrence of the material news or material event, as applicable, unless Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), except that such extension will not apply if, within three business days prior its subsidiaries is party pursuant to the 15th calendar day before terms of a definitive agreement or (B) in an offering exempt from 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 registration requirements of paragraph (a)(1) of Rule 139 under the Securities Act in to finance any acquisition, collaboration or other similar strategic transaction to which the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions Company or any of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating its subsidiaries is party pursuant to the Company published or distributed by any terms 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 Perioda definitive agreement.
Appears in 1 contract
Samples: Inverness Medical Innovations Inc
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 60th 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 Bxxxx the Representatives (which consent may be withheld at the in their sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (including, without limitation, as defined below); (ii) effect any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, (ii) enter into any swap, hedge recapitalization or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company share consolidation; or (iiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.the
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 60th 45th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx each of the Underwriters (which consent may be withheld at the sole discretion of Bxxxxthe Underwriters), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, Prospectus and (y) file any registration statement with respect to 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 ordinary course of the Company’s business as other securities pursuant to any stock option, stock bonus or other stock plan or arrangement 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodProspectus.
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 ending on and including the 60th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Bxxxx each of the Representatives (which consent may be withheld at the sole discretion of Bxxxxthe Representatives), directly or indirectly, (i) sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, Prospectus and (y) file any registration statement with respect to 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 ordinary course of the Company’s business as other securities pursuant to any stock option, stock bonus or other stock plan or arrangement 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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 PeriodProspectus.
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 ending on continuing through and including the 60th 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 Bxxxx Jefferies (which consent may be withheld at the in its sole discretion of Bxxxxdiscretion), directly or indirectly, : (i) sell (includingsell, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale or establish an open or increase any “put equivalent position” within the meaning of (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 otherwise grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue (x) Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, (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 ordinary course of the 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 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 Bxxxx waives, in writing, such extension (which waiver may be withheld at the sole discretion of Bxxxx), 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 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.or
Appears in 1 contract
Samples: Underwriting Agreement (Veru Inc.)
