Agreements of the Selling Stockholder Sample Clauses

Agreements of the Selling Stockholder. The Selling Stockholder agrees with you and the Company: (a) To pay or to cause to be paid all transfer taxes payable in connection with the transfer of the Shares to be sold by the Selling Stockholder to the Underwriters. (b) To do and perform all things to be done and performed by the Selling Stockholder under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares to be sold by the Selling Stockholder pursuant to this Agreement.

Agreements of the Selling Stockholder. The Selling Stockholder agrees with the several Underwriters as follows: (a) The Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any change in the Selling Stockholder Information in the Registration Statement, any preliminary prospectus, any free writing prospectus, the Prospectus or any amendment or supplement thereto relating to the Selling Stockholder. (b) To deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9, together with all required attachments, if any. The Underwriters, may, in their sole discretion, waive in writing the performance by the Company or the Selling Stockholder of any one or more of the foregoing covenants or extend the time for their performance.

Agreements of the Selling Stockholder. The Selling Stockholder agrees with the several Underwriters as follows: (a) The Selling Stockholder will pay all federal and other taxes, if any, on the transfer or sale of the Option Securities to the Underwriters. (b) The Selling Stockholder will do or perform all things required to be done or performed by the Selling Stockholder prior to the Closing Date or any settlement date pursuant to Section 4 hereof, as the case may be, to satisfy all conditions precedent to the delivery of the Option Securities pursuant to this Agreement. (c) The Selling Stockholder will not, without the prior written consent of Xxxxxxx Xxxxx Barney, for a period of 180 days following the Execution Time, offer, sell contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, except for the sale of the Option Securities to the Underwriters pursuant to this Agreement. (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Option Securities. (e) The Selling Stockholder will advise the Representatives promptly, and if requested by the Representatives, will confirm such advice in writing if, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Pr...

Agreements of the Selling Stockholder. The Selling Stockholder agrees with the several Underwriters and the Company that: (a) The Selling Stockholder will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, any other shares of Regency Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Regency Common Stock by the Selling Stockholder or any subsidiary of the Selling Stockholder or any person in privity of contract pursuant to a contract relating to the disposition of such shares or securities or transactions which are designed to, or might reasonably be expected to, result in the disposition of such shares or securities with the Selling Stockholder or any subsidiary of the Selling Stockholder, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, other than shares of Regency Common Stock disposed of as bona fide gifts approved by the Representatives and except, in each case, in connection with (i) the offering of the SynDECS pursuant to the terms of this Agreement, (ii) the Forward Arrangements, the delivery of the Regency Common Stock pursuant to the terms of such arrangements and the SynDECS and any related stock lending arrangements, (iii) the concurrent offering of Regency Common Stock by the Selling Stockholder and (iv) the Concurrent Forward Arrangements. (b) The Selling Stockholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Regency Common Stock or the SynDECS. (c) The Selling Stockholder will advise the Representatives and Holdings promptly, and if requested by you or Holdings, will confirm such advice in writing, so long as delivery of a prospe...

Agreements of the Selling Stockholder. The Selling Stockholder covenants and agrees with the Underwriters that:

Agreements of the Selling Stockholder. The Selling Stockholder agrees: (a) Neither the Selling Stockholder nor any person acting on its behalf (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock; (b) To deliver to the Representatives prior to the first Option Stock Delivery Date a properly completed and executed Form W-9. (c) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (d) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Option Stock Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock.

Agreements of the Selling Stockholder. The Selling Stockholder agrees with the several Underwriters as follows: (a) The Selling Stockholder will cooperate to the extent necessary to cause the registration statement or any post-effective amendment thereto to become effective at the earliest possible time.

Agreements of the Selling Stockholder. (a) The Selling Stockholder will comply with the terms and conditions of the lock-up letter agreement that was executed between the Selling Stockholder and the Placement Agent. (b) The Selling Stockholder will not at any time, directly or indirectly, take any action designed or that might reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares.

Agreements of the Selling Stockholder. The Selling Stockholder covenants and agrees with each Underwriter that: (a) It will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Stock. (b) It will deliver to the Representative prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (c) It will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any country subject to Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Agreements of the Selling Stockholder. The Selling Stockholder agrees with the several Underwriters as follows: (a) The Selling Stockholder will cooperate to the extent necessary to cause the registration statement, any Abbreviated Registration Statement and any post-effective amendment thereto to become effective at the earliest possible time. (b) The Selling Stockholder will pay all federal and other taxes, if any, on the transfer or sale of any Shares that are sold by the Selling Stockholder to the Underwriters. (c) The Selling Stockholder will do or perform all things required to be done or performed by the Selling Stockholder prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares by the Selling Stockholder pursuant to this Agreement. (d) The Selling Stockholder will not offer, sell, contract to sell or otherwise dispose of, or grant any option to purchase, any Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) owned by such Selling Stockholder, except for the sale of Shares to the Underwriters pursuant to this Agreement, or exercise any registration rights with respect to the sale of Common Stock, without the prior written consent of Smitx Xxxxxx Xxx. for a period of 180 days after the date of the Prospectus. (e) Except as stated in this Agreement and in the Prepricing Prospectus and the Prospectus, the Selling Stockholder will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (f) The Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, within the period of time referred to in Section 5(f) hereof, of any change in information relating to the Selling Stockholder and of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations or any other information relating to the Company or relating to any matter stated in the Prospectus or any amendment or supplement thereto that comes to the attention of the Selling Stockholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented...