Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 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 Jefferies and Xxxxx (which consent may be withheld at the sole discretion of Jefferies and Xxxxx, directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the 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 180th 90th 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentative). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, as applicablehowever, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will restrictions shall not apply if, (i) within three business days prior to the 15th calendar day before the last day be so extended solely by virtue of the Lock-up Periodpublishing or distribution by any Underwriter of any research regarding any earnings release, the Company delivers material news or a certificatematerial event, signed by the Chief Financial Officer or Chief Executive Officer if such research report complies with Rule 139 of the Company, certifying on behalf of Securities Act and the Company that (i) the Shares are Common Stock is “actively traded securitiestraded,” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1Rule 101(c)(1) of Rule 139 Regulation M under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)Exchange Act. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Preliminary Prospectus and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 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 Jefferies and Xxxxx Xxxxxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxXxxxxxxx), directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended Prospectus and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets may issue Shares in connection with the applicable requirements acquisition of paragraph the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity if (a)(1x) the aggregate number of Rule 139 under shares issued pursuant to this clause (ii), considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the Securities Act in 90-day restricted period shall not exceed 10.0% of the manner contemplated by NASD Conduct Rule 2711(f)(4)Shares issued and outstanding as of the date of such acquisition agreement or joint venture agreement, as the case may be, and (iiiy) each person receiving shares pursuant to this clause (ii) enters into an agreement in the provisions form of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to Exhibit B hereto for 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 balance 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 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, except as contemplated by this Agreement without the prior written consent of Jefferies and Xxxxx Cxxxx (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, assigntransfer, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or announce might reasonably be expected to, result in the offering disposition of) any shares of Common Stock, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Shares, options, rights options 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)shares of Common Stock, enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the SharesClass B Common Stock, or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock or Class B Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the Companyundersigned, or publicly announce the undersigned’s intention to do any of the foregoing; provided, howeverfor a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. In addition, that the Company may issue Shares or options to purchase Sharessuch Selling Stockholder agrees that, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies Cxxxx, it will not, during the period commencing on the date hereof and Xxxxx (which consent may be withheld at ending 180 days after the sole discretion date of the Jefferies and Xxxxx)Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 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 Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of Jefferies and XxxxxBAS), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of the Jefferies and XxxxxBAS). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (MWI Veterinary Supply, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, Prospectus or (ii) prior issue Shares 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 acquire (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 a business combination or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (iotherwise) the Shares are “actively traded securities” capital stock or assets of any corporation, limited liability company, partnership or other entity or business unit, provided that in the case of clause (as defined in Regulation Mii), (iiA) the Company meets aggregate number of Shares issued shall not exceed 10% of the applicable requirements total number of paragraph outstanding shares of Shares immediately following the issuance and sale of the Offered Shares pursuant hereto and (a)(1B) the holder of Rule 139 under the Securities Act such Shares shall sign a Lock-Up Agreement in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.form attached hereto as Exhibit C.
Appears in 1 contract
Samples: Underwriting Agreement (Pioneer Energy Services 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 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 Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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) 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 (except for other than a registration statements statement on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), S-8) 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentatives). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Cal Dive International, 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 180th 90th 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 Jefferies and Xxxxx Mxxxxx Sxxxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxMxxxxx Sxxxxxx), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Prospectus or file a registration statement under the Securities Act in respect of any shares of Common Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued issuable upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 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 Jefferies and Xxxxx Cxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxCxxxx), directly or indirectly, 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) 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 (except for other than a registration statements statement on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights options or warrants to acquire Shares shares of Common Stock, Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares), 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 publicly announce the intention to do any of the foregoingClass B Common Stock; provided, however, that the Company may issue Shares or restricted shares of its Common Stock, options to purchase Sharesits Common Stock, or issue Shares shares of its Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx Cxxxx (which consent may be withheld at the sole discretion of the Jefferies and XxxxxCxxxx). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th 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 Jefferies and Xxxxx Mxxxxxx Lxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxMxxxxxx Lxxxx), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx Mxxxxxx Lxxxx (which consent may be withheld at the sole discretion of the Jefferies Mxxxxxx Lxxxx) and Xxxxxprovided, further, that nothing in this subsection (n) shall prohibit the Company from (i) issuing up to 405,428 shares of Common Stock upon exercise of outstanding stock options under the Company's stock option plans, (ii) issuing shares of Common Stock upon reinvestment of dividends under the Company's Dividend Reinvestment and Stock Purchase Plan (the "DRSPP"), (iii) filing a universal shelf registration statement on Form S-3 the ("Shelf") with the Commission, provided that no prospectus supplement may be filed by the Company under the Shelf with the Commission during the 90-day restricted period other than a prospectus supplement to register the offer and sale of future shares under the DRSPP or (iv) in the event that the Company does not meet the requirements for filing a registration statement on Form S-3 during the 90 day restricted period, filing a Form S-1 solely to register the offer and sale of future shares under the DRSPP. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 180th 90th 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 Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of Jefferies and XxxxxBAS), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of the Jefferies BAS) and Xxxxx)provided, further, that nothing in this subsection (n) shall prohibit the Company from issuing up to (i) 113,225 shares of Common Stock upon exercise of outstanding stock options under the Company's stock option plans, and (ii) 920,244 shares of Common Stock upon conversion of the Company's outstanding shares of Series C Preferred Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.restricted period. <Page>
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Shareholder will not, without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, assigntransfer, 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 transferany shares of Common Stock, or announce the offering of, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Shares, options, rights options 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), enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk shares of ownership of the SharesCommon Stock, or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the Companyundersigned, or publicly announce the undersigned's intention to do any of the foregoing; provided, however, that for a period commencing on the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise date hereof and continuing through the close of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the 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 trading on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will . The foregoing sentence shall not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the sale of Offered Shares are “actively traded securities” (as defined in Regulation M)to the Underwriters pursuant to this Agreement, (ii) the Company meets conversion of the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner Company's 6.75% convertible subordinated debentures due July 3, 2007 as contemplated by NASD Conduct Rule 2711(f)(4the Prospectus, (iii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the offering contemplated by this Agreement, (iv) the transfer of any or all of the shares of Common Stock owned by such Selling Shareholder as a bona fide gift or gifts; provided, however, that in any such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such shares except in accordance with this Section 3(B)(a) and (iiiv) the transfer of any or all of the shares of Common Stock owned by such Selling Shareholder as a distribution to its shareholders or members; provided, however, that in any such case it shall be a condition to such transfer that the transferee executes and delivers to Jefferies an agreement stating that the transferee is receiving and holding such shares subject to the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any this Section 3(B)(a), and there shall be no further transfer of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extensionshares except in accordance with this Section 3(B)(a). 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: Pioneer Drilling Co
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 90th 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 Jefferies and Xxxxx Xxxxxx Xxxxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxXxxxxx Xxxxxxx), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the director or senior officer holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx Xxxxxx Xxxxxxx (which consent may be withheld at the sole discretion of Xxxxxx Xxxxxxx) and (ii) the Jefferies and Xxxxx)Company may issue up to 1,000,000 shares of its Common Stock in connection with the Company’s required pension contributions. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any Underwriters and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 180th 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 Jefferies and Xxxxxxx Xxxxx (which consent may be withheld at the in Xxxxxxx Xxxxx’x sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend; (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); (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of Shares or transferRelated Securities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of, of any Shares or Related Securities; (vii) file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, of any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares), 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 (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement agreement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders recipient of such sharesShares or options execute a lock-up agreement with the Underwriters, optionssubstantially in the form set forth as Exhibit A hereto, or shares issued upon exercise of such options, pursuant to which they agree in writing not to sell, offer, dispose of or otherwise transfer any such shares Shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxxxx Xxxxx (which consent may be withheld at the in Xxxxxxx Xxxxx’x sole discretion of the Jefferies and Xxxxxdiscretion). Notwithstanding For purposes of 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, 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 Jefferies and Xxxxxxx Xxxxx waivewaives, in writing, such extension (which waiver may be withheld at the in its sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extensiondiscretion). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”)hereof, the Company will not, without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to result in the disposition of), or announce the offering of, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may may: (i) file a registration statement on Form S-8, (ii) issue Shares restricted shares of its Common Stock or options to purchase Sharesshares of its Common Stock, (iii) issue shares of its Common Stock or options to purchase shares of its 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, including pursuant (iv) issue shares of Common Stock or securities exercisable for Common Stock (in an aggregate amount not to exceed, on an as-exercised basis, if applicable, 5% of our outstanding shares of common stock after giving effect to the Company’s Amended issuance or sale of the common stock offered hereby) in connection with a strategic partnership, licensing, joint venture, collaboration, lending or similar arrangements, or in connection with the acquisition or license by the Company of any business, products or technologies, and Restated 2006 (v) issue restricted shares of its Common Stock Option Plan and 2012 Omnibus Equity Incentive Planupon exercise of any warrants described in the Disclosure Package or the Prospectus, but with respect to each of clauses (i) through (v) above only if the holders of such shares, options, or shares issued upon exercise of such optionsoptions or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentatives). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 180th 90th 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 Jefferies and Xxxxx the Placement Agents (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Placement Agents), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Planarrangement, but only if the holders of such shares, options, shares or shares issued upon exercise options who are executive officers and directors of such options, the Company agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx the Placement Agents (which consent may be withheld at the sole discretion of the Jefferies Placement Agents) and Xxxxx(ii) in connection with a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the restrictions set forth in this Section 4(m). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Placement Agents and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 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 each of Jefferies and Xxxxx Xxxxxx Xxxxxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxXxxxxx Xxxxxxxx), directly or indirectly, sell, offer, contract or grant any option to 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Shares, ADSs, options, rights or warrants to acquire Shares or ADSs, or securities exchangeable or exercisable for or convertible into Shares, ADSs or derivatives of Shares and ADSs (or agreement for such) (other than as contemplated by this Agreement with respect to the Offered Shares), 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, Securities) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares or ADSs or options to purchase SharesShares or ADSs, or issue Shares or ADSs upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such sharesshares or ADSs, options, or shares issued upon exercise of such options, are contractually restricted from, or agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of each of Jefferies and Xxxxx Xxxxxx Xxxxxxxx (which consent may be withheld at the sole discretion of the Jefferies and XxxxxXxxxxx Xxxxxxxx). 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, 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 each of Jefferies and Xxxxx Xxxxxx Xxxxxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and XxxxxXxxxxx Xxxxxxxx), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the 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 (BCD Semiconductor Manufacturing LTD)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th 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 Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock60-up Period day period without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of the Jefferies Representatives) and Xxxxxprovided, further, that nothing in this subsection (n) shall prohibit the Company from (i) issuing up to 114,106 shares of Common Stock upon exercise of outstanding stock options under the Company’s stock option plans, (ii) issuing shares of Common Stock upon reinvestment of dividends under the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRSPP”), (iii) filing a universal shelf registration statement on Form S-3 the (“Shelf”) with the Commission, provided that no prospectus supplement may be filed by the Company under the Shelf with the Commission during the 60-day restricted period other than a prospectus supplement to register the offer and sale of future shares under the DRSPP or (iv) in the event that the Company does not meet the requirements for filing a registration statement on Form S-3 during the 60-day restricted period, filing a Form S-1 solely to register the offer and sale of future shares under the DRSPP. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock60-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock60-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock60-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 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 Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of Jefferies and XxxxxBAS), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including and (ii) issue up to shares of its Common Stock (5% of the outstanding capital stock on the date hereof) pursuant to strategic collaborations or joint ventures or to acquire pursuant to a business combination the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, capital stock or assets of a third party but only if the holders or recipients of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx BAS (which consent may be withheld at the sole discretion of the Jefferies and XxxxxBAS). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 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 Jefferies and Xxxxx Mxxxxx Sxxxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxMxxxxx Sxxxxxx), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Prospectus or file a registration statement under the Securities Act in respect of any shares of Common Stock Option Plan and 2012 Omnibus Equity Incentive Planissuable upon exercise of options, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx Mxxxxx Sxxxxxx (which consent may be withheld at the sole discretion of the Jefferies and XxxxxMxxxxx Sxxxxxx). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 60th day following the date of the Prospectus this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Sharesshares of Common Stock, options, rights or warrants to acquire Shares shares of 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of Common Stock or options to purchase Sharesshares of Common Stock, or issue Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 or issue shares of Common Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such optionsoutstanding warrants described in each Applicable Prospectus; and provided further, agree that the Company may issue, sell or deliver shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock in writing not to sellconnection with any acquisition or strategic investment (including without limitation any license, offercollaboration, dispose joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock so issued, sold or otherwise transfer any such shares or options during such Lock-up Period without delivered from the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion date of the Jefferies Prospectus through and Xxxxx). Notwithstanding including the foregoing, if (i) during 60th day after the last 17 days date of the Lock-up PeriodProspectus does not exceed 100,000 shares (subject to adjustment for stock splits and other similar events), and (y) the Company issues an earnings release or material news or a material event relating to shall not file with the Company occurs, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results Commission during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, any registration statement to register such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 shares under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodAct.
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 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentative). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, as applicablehowever, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will restrictions shall not apply if, (i) within three business days prior to the 15th calendar day before the last day be so extended solely by virtue of the Lock-up Periodpublishing or distribution by any Underwriter of any research regarding any earnings release, the Company delivers material news or a certificatematerial event, signed by the Chief Financial Officer or Chief Executive Officer if such research report complies with Rule 139 of the Company, certifying on behalf of Securities Act and the Company that (i) the Shares are Common Stock is “actively traded securitiestraded,” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1Rule 101(c)(1) of Rule 139 Regulation M under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)Exchange Act. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 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 Jefferies and Xxxxx Pxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend; (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); (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of Shares or transferRelated Securities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering ofof any Shares, Common Stock or Related Securities; (vii) file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, of any Shares, options, rights 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), 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 (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Shares Common Stock or options to purchase SharesCommon Stock or restricted stock units, or issue Shares Common Stock upon exercise of optionsoptions or upon distribution pursuant to restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, including pursuant to provided that, in the Company’s Amended case of grants of options or restricted stock units made after the date hereof and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Planduring the Lock-up Period, but only if such grants shall provide that they shall not be exercisable or, in the holders case of such sharesrestricted stock units, options, or that the underlying shares issued upon exercise shall not be distributed until after the expiration of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without the prior written consent of Jefferies and Xxxxx Pxxxx Xxxxxxx (which consent may be withheld at in its sole discretion); (2) issue preferred stock, Common Stock or Related Securities pursuant to warrants or other outstanding rights as of October 27, 2015 and described in the sole discretion Registration Statement, the Time of Sale Prospectus and Prospectus and (3) issue shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities in connection with strategic acquisitions and licensing arrangements or agreements; provided that, with respect to clause (3), the number of shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities shall not exceed 5% of the Jefferies and Xxxxx)shares of Common Stock outstanding on the date hereof. Notwithstanding For purposes of the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release “Related Securities” shall mean any options or material news warrants or a material event relating other rights to the Company occursacquire Shares or Common Stock or any securities exchangeable or exercisable for or convertible into Shares or Common Stock, or (ii) prior to the expiration of the Lock-up Periodacquire other securities or rights ultimately exchangeable or exercisable 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 Shares or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodCommon Stock.
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 180th 90th 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of the Jefferies Representative) and Xxxxx)(ii) file one or more selling stockholder registration statements registering the offering and sale of up to 500,000 shares of Common Stock. Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, as applicablehowever, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will restrictions shall not apply if, (i) within three business days prior to the 15th calendar day before the last day be so extended solely by virtue of the Lock-up Periodpublishing or distribution by any Underwriter of any research regarding any earnings release, the Company delivers material news or a certificatematerial event, signed by the Chief Financial Officer or Chief Executive Officer if such research report complies with Rule 139 of the Company, certifying on behalf of Securities Act and the Company that (i) the Shares are Common Stock is “actively traded securitiestraded,” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1Rule 101(c)(1) of Rule 139 Regulation M under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)Exchange Act. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 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 Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan (including the FCStone Group Employee Stock Ownership Plan (the “ESOP”)) or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such optionsoptions (other than ESOP participants), agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentatives). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted 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 180th 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 Jefferies and Xxxxx (which consent may be withheld at the sole discretion of Jefferies and XxxxxJefferies), 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 (except for other than a universal shelf registration statements statement filed on Form S-8 with respect to any and all Shares to be issued pursuant to or after October 1, 2011 (it being agreed, however, that no shelf take-downs are permitted during the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive PlanLock-up Period), ) 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, Company or (iii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waivewaives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and XxxxxJefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (ix) the Shares are “actively traded securities” (as defined in Regulation MM under the Exchange Act), (iiy) 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 (iiiz) 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 (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 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 Jefferies and Xxxxx BAS (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock180-up Period day period without the prior written consent of Jefferies and Xxxxx BAS (which consent may be withheld at the in its sole discretion of the Jefferies and Xxxxxdiscretion). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock180-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock180-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock180-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(l) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on and including the 180th 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended Prospectus and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets may issue Shares in connection with the applicable requirements acquisition of paragraph the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity if (a)(1x) the aggregate number of Rule 139 under shares issued pursuant to this clause (ii), considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the Securities Act in 90-day restricted period shall not exceed 10.0% of the manner contemplated by NASD Conduct Rule 2711(f)(4)Shares issued and outstanding as of the date of such acquisition agreement or joint venture agreement, as the case may be, and (iiiy) each person receiving shares pursuant to this clause (ii) enters into an agreement in the provisions form of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to Exhibit B hereto for 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 balance 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 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies and Xxxxx the Representatives (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, assigntransfer, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or announce might reasonably be expected to, result in the offering disposition of) any shares of Common Stock, or file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Shares, options, rights options 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), enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk shares of ownership of the SharesCommon Stock, or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the Companyundersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing restriction shall not apply to (i) Shares to be sold by such Selling Stockholder hereunder, (ii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, (iii) transfers of shares of Common Stock or any security convertible, exchangeable for or exercisable into Common Stock as a bona fide gift or gifts or as a result of the operation of law or testate or intestate succession; or (iv) transfers to a trust, partnership, limited liability company or other entity, the beneficial interests of which are held by the transferor; provided, howeverin the case of clauses (iii) and (iv), that (A) such transferee agrees to be bound by the Company may issue Shares same terms as the transferor under this Section 3B(a), (B) no filing by any party (donor, donee, transferor or options transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day period referred to purchase Sharesabove), (C) each party (donor, donee, transferor or issue Shares upon exercise transferee) shall not be required by law (including without limitation the disclosure requirements of optionsthe Securities Act and the Exchange Act) to make, pursuant and shall agree to not voluntarily make, any stock optionpublic announcement of the transfer or disposition, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant and (D) the transferee notifies the Representatives at least two business days prior to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Planproposed transfer or disposition. In addition, but only if the holders of such sharesSelling Stockholder agrees that, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of Jefferies and Xxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxx). Notwithstanding the foregoingRepresentatives, if (i) it will not, 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 commencing 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 date hereof and ending 90 days after the date of the issuance of Prospectus, make any demand for or exercise any right or publicly announce the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Periodintention with respect to, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice registration of any such announcement that gives rise to an extension shares of the Lock-up PeriodCommon Stock or any security convertible into or exercisable or exchangeable for Common Stock.
Appears in 1 contract
Samples: Great Lakes Dredge & Dock 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 180th 90th 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 Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representative), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, 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), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (i) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock90-up Period day period without the prior written consent of Jefferies and Xxxxx the Representative (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentative). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock90-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock90-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-up Periodday period, then the restrictions imposed in each case the Lock-up Period will be extended this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, as applicablehowever, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will restrictions shall not apply if, (i) within three business days prior to the 15th calendar day before the last day be so extended solely by virtue of the Lock-up Periodpublishing or distribution by any Underwriter of any research regarding any earnings release, the Company delivers material news or a certificatematerial event, signed by the Chief Financial Officer or Chief Executive Officer if such research report complies with Rule 139 of the Company, certifying on behalf of Securities Act and the Company that (i) the Shares are Common Stock is “actively traded securitiestraded,” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1Rule 101(c)(1) of Rule 139 Regulation M under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)Exchange Act. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and ending on continuing through and including the 180th 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 Jefferies and Xxxxx Pxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of Jefferies and Xxxxxdiscretion), directly or indirectly: (i) sell, sell (including, without limitation, any short sale), offer, contract or grant any option offer to sell, pledge, assign, transfer contract to sell or lend; (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); (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of shares of Common Stock, shares of any preferred stock or transferRelated Securities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares of Common Stock, shares of any preferred stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering ofof any preferred stock, Common Stock or Related Securities; (vii) file any registration statement (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect ofof any preferred stock, 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), 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 (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Shares Common Stock or options to purchase SharesCommon Stock or restricted stock units, or issue Shares Common Stock upon exercise of optionsoptions or upon distribution pursuant to restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Registration Statement, the Time of Sale Prospectus and the Prospectus, including pursuant to provided that, in the Company’s Amended case of grants of options or restricted stock units made after the date hereof and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Planduring the Lock-up Period, but only if such grants shall provide that they shall not be exercisable or, in the holders case of such sharesrestricted stock units, options, or that the underlying shares issued upon exercise shall not be distributed until after the expiration of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such the Lock-up Period without the prior written consent of Jefferies and Xxxxx Pxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion discretion); (2) issue any preferred stock, Common Stock or Related Securities pursuant to warrants or other outstanding rights as of the Jefferies date hereof and Xxxxxdescribed in the Registration Statement, the Time of Sale Prospectus and Prospectus and (3) issue shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities in connection with strategic acquisitions and licensing arrangements or agreements; provided that, with respect to clause (3), the number of shares of Common Stock, shares of preferred stock convertible into Common Stock, or Related Securities shall not exceed 5% of the shares of Common Stock outstanding on the date hereof. Notwithstanding For purposes of the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release “Related Securities” shall mean any options or material news warrants or a material event relating other rights to the Company occursacquire any preferred stock or Common Stock or any securities exchangeable or exercisable for or convertible into any preferred stock or Common Stock, or (ii) prior to the expiration of the Lock-up Periodacquire other securities or rights ultimately exchangeable or exercisable 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 any preferred stock or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up PeriodCommon Stock.
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 180th 60th 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 Jefferies and Xxxxx the Representatives (which consent may be withheld at the sole discretion of Jefferies and Xxxxxthe Representatives), directly or indirectly, 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) 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 (except for registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan), under the Securities Act in respect of, any Sharesshares of Common Stock or Common Units, options, rights options or warrants to acquire Shares shares of the Common Stock or Common Units or securities exchangeable or exercisable for or convertible into Shares shares of Common Stock (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common 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 with respect to the Offered SharesAgreement), 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 publicly announce the intention to do any of the foregoing; provided, however, that the Company may (a) issue Shares shares of its Common Stock or options to purchase Sharesits Common Stock, or issue Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such optionsoptions or redemption of such Common Units, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock60-up Period day restricted period (as the same may be extended as described below) and (b) issue Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement, in each case without the prior written consent of Jefferies the Representatives; provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the securityholders or other equity owners of the applicable entity from which such real property is acquired, and Xxxxx (B) the recipients of such Common Units agree in writing not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Common Units during the 60-day restricted period (as the same may be extended as described below) without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Jefferies and XxxxxRepresentatives). Notwithstanding the foregoing, if (ix) during the last 17 days of the Lock60-up Period, day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) prior to the expiration of the Lock60-up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock60-up Periodday restricted period, then the restrictions imposed in each case the Lock-up Period will be extended this paragraph (o) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and Xxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxx, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company and the Operating Partnership will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.
Appears in 1 contract
