Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees: (a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling Stockholder; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (ICF International, Inc.), Underwriting Agreement (ICF International, Inc.)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change of which such Selling Stockholder is aware in the business, properties, financial condition, results of operations, cash flows, management operations or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary ProspectusPre-Pricing Prospectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, relating to such Selling Stockholder and or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary ProspectusPre-Pricing Prospectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement Power of Attorney, and a Lock-Up Agreement; and, prior to the time of purchase, to execute and deliver to the Underwriters a Custody Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Cardtronics Inc), Underwriting Agreement (Cardtronics Inc)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder (including the VEBA Trust) hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise the Company and you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the each Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iiiii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the each Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling Stockholder; and;
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreement, and, in the case of each Selling Stockholder excluding the VEBA Trust, a Power of Attorney and Custody Agreement; and
(f) to deliver to you prior to or at the time of purchase a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).
Appears in 2 contracts
Samples: Underwriting Agreement (Kaiser Aluminum Corp), Underwriting Agreement (Kaiser Aluminum Corp)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus, unless the Shares will no longer be offered under the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such the Selling Stockholder;
(d) to advise you the Representatives promptly, and if requested by youthe Representatives, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Disclosure Package and the Prospectus, the Prospectus and in each Permitted Free Writing Prospectuscase, if any, relating to such Selling Stockholder and (iii) any new material information solely relating to the Company Selling Stockholder;
(e) solely with respect to the Selling Stockholder Information, to advise the Representatives promptly, and if requested by the Representatives, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or relating to through compliance with Rule 172 under the Act or any matter stated similar rule) in the Registration Statementconnection with any sale of Shares, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, of any event or new information which comes to the attention of such the Selling Stockholder that could require the making of any change of Selling Stockholder Information in the Prospectus so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading;
(f) to waive, from the date hereof until the expiration of the Lock-Up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the Selling Stockholder; and;
(eg) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by United States Treasury Department regulations) and to execute and deliver to the Underwriters a Custody Agreement and Representatives a Lock-Up Agreement; and
(h) to comply with the terms and provisions of such Lock-Up Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Health Insurance Innovations, Inc.)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in information in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, relating to such Selling Stockholder;
(e) with respect to Gazelle TechVentures Fund, L.P. and Gazelle Co-Investment Fund, L.P., to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management operations or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, or (ii) any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and
(ef) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each The Selling Stockholder hereby agrees:Stockholders agree with each Underwriter as follows.
(a) notthe Selling Stockholders, at severally and not jointly, will pay any time at or after stamp duties, capital duties and stock transfer taxes, if any, payable upon the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than Shares by such Selling Stockholder to the ProspectusUnderwriters;
(b) Each of the Selling Stockholders shall comply with the terms of the “Lock-up” Agreement entered into by such Selling Stockholder and the Underwriters;
(c) the Selling Stockholders shall not to (and shall cause its affiliates not to) take, directly or indirectly, any action designed, which is designed to or which will constitute, constitutes or has constituted, or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to or facilitate the sale or resale of the Shares;
(cd) to pay the Selling Stockholders will indemnify and hold harmless the Underwriters against any documentary, stamp or cause to be paid all taxessimilar issue tax, if anyincluding any interest and penalties, on the transfer creation, issue and sale of the Shares being sold and on the execution and delivery of this Agreement. All payments to be made by the Selling Stockholders hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Selling Stockholders are compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Selling StockholderStockholders shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made;
(de) to each Selling Stockholder shall advise you the Representatives promptly, and if requested by youthem, to confirm such advice in writing, so long as delivery of a prospectus is relating to the Shares by an underwriter or dealer may be required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of SharesAct, of (i) any material change in the businessCompany’s condition (financial or otherwise), propertiesprospects, financial conditionearnings, results of operations, cash flows, management business or prospects of the Company and the Subsidiaries taken as a whole, which properties that comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, or the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which that comes to the attention of such Selling Stockholder; and
(ef) prior Comtech Global, as a Selling Stockholder will cause the Company to or concurrently with obtain all necessary PRC government approvals and to complete the execution registration of the equity transfer (“Equity Transfer Registration”) as set forth in Section 3[e] such that the equity transfer will occur by not later than December 15, 2005, including causing the equity transfer agreements effecting the equity transfer to be properly notarized and delivery of this Agreement, the application to execute and deliver complete the Equity Transfer Registration being submitted to the Underwriters a Custody Agreement and a Lock-Up Agreementappropriate PRC authorities not later than September 15, 2005.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all stock transfer or other taxes (other than income taxes), if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you the Representatives promptly, and if requested by youthe Representatives, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Sharesany, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, Disclosure Package and the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and Information or (iiiii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, Disclosure Package and the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling Stockholder; and;
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement; and
(f) 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 administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authority, (ii) to fund or facilitate any activities of or business in any country currently subject to any sanctions administered or enforced by any such sanctions authority 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 any such sanctions.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, Pre-Pricing Prospectus and the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling StockholderStockholder Information; and
(e) each Selling Stockholder agrees during the Lock-Up Period not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter, except if the Selling Stockholder is a partnership, limited liability company or corporation, (1) transfers of Securities to an affiliate (as defined in Rule 405 of the Rules and Regulations) of such gelling Stockholder or (2) distributions by such Selling Stockholder to its partners, members or shareholders (including by way of redemption or liquidation); provided, however, that (y) each recipient of such Securities shall have, prior to any such transfer or distribution, entered into a written lock-up agreement that is identical in all material respects with this Section 6(e) no filing by any party (transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or voluntarily made in connection with such transfer or distribution; the initial Lock-Up Period will commence on the date hereof and will continue and include the date 60 days after the date hereof or such earlier date that the Underwriter consents to in writing.
(f) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters Underwriter a Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, Pre-Pricing Prospectus and the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling StockholderStockholder Information; and
(e) each Saratoga Selling Stockholder agrees during the Lock-Up Period not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter, except if the Selling Stockholder is a partnership, limited liability company or corporation, (1) transfers of Securities to an affiliate (as defined in Rule 405 of the Rules and Regulations) of such gelling Stockholder or (2) distributions by such Selling Stockholder to its partners, members or shareholders (including by way of redemption or liquidation); provided, however, that (y) each recipient of such Securities shall have, prior to any such transfer or distribution, entered into a written lock-up agreement that is identical in all material respects with this Section 6(e) no filing by any party (transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or voluntarily made in connection with such transfer or distribution; the initial Lock-Up Period will commence on the date hereof and will continue and include the date 60 days after the date hereof or such earlier date that the Underwriter consents to in writing.
(f) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters Underwriter a Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each of Selling Stockholder hereby Stockholders covenants and agrees, severally and not jointly, with each of the Underwriters as follows:
(a) notDuring a period of thirteen (13) months following the effective date of the Registration Statement, at the Selling Stockholders will not and, for a further period of six (6) months, the Selling Stockholders will not without the prior written consent of the Representative, other than as set forth in the Prospectus, directly or indirectly, offer to sell, transfer, pledge, assign, hypothecate or otherwise encumber or dispose of any time at shares of Common Stock or after securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the execution Rules and Regulations or otherwise), dispose of any beneficial interest therein, enter into any swap or other agreement that transfers in whole or in part any of the economic consequences or ownership of the shares of Common Stock, whether any such transactions were to be settled by delivery of Common Stock, other securities, cash or otherwise; provided, that except as otherwise restricted under the terms of this Agreement, the foregoing restriction shall not prohibit the private offering of securities convertible or exchangeable for Common Stock, the transfer of shares of Common Stock or options to offer purchase shares of Common Stock in connection with the exercise of the over-allotment option referred to in Section 1(a), mergers or sell acquisitions, the grant of options under or the exercise of options granted under the Company's Stock Option and Performance Award Plan, and estate planning by the Selling Stockholders to include transfers to the estate or by the estate of such Selling Stockholders, so long as any Shares such transferees agree to be bound by means the restrictions set forth herein; and such Selling Stockholder and any of any “prospectus” his affiliates (within the meaning of the Act), or use any “prospectus” (within the meaning of the ActRules and Regulations) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) will not to take, directly or indirectly, any action designeddesignated to, or which will constitute, or has constituted, or might in the future reasonably be expected to cause or result in the in, unlawful stabilization or manipulation of the price of any security securities of the Company to facilitate Company. During a period of thirteen (13) months following the sale or resale effective date of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary ProspectusSelling Stockholders will not complete an offering pursuant to Regulation S of shares of Common Stock, or securities convertible or exchangeable for shares of Common Stock; provided, that shares of Common Stock, or securities convertible or exchangeable for shares of Common Stock where the Prospectus and each Permitted Free Writing Prospectusactual offering price of the Common Stock, if anyor the conversion or exchange price, relating is specifically determined at the time of closing of the offering, are not subject to such Selling Stockholder and these restrictions. Furthermore, during a period of thirteen (iii13) any new material information relating to months following the Company or relating to any matter stated in effective date of the Registration Statement, apart from the Preliminary Prospectusabove referenced limitations on Regulation S offerings, there is no restriction on private offerings of Common Stock, or of securities convertible or exchangeable for Common Stock, if the original offering price of the Common Stock, or the conversion or exchange price of the convertible or exchangeable securities, is specifically determined at the time of closing of the private offering. The Selling Stockholders will cause the Transfer Agent to xxxx an appropriate legend in respect of the transfer restrictions set forth in this Section 6(a) on the face of stock certificates representing Common Stock held by the Selling Stockholders following the sales contemplated hereby and to place "stop transfer" orders on the Company's stock ledgers for such shares.
(b) Such Selling Stockholder consents to the use of the Prospectus and any amendment or supplement thereto by the Underwriters and all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith.
(c) Such Selling Stockholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement, the Custody Agreement and the Power of Attorney at or prior to any Option Closing Date.
(d) Prior to any Option Closing Date, as applicable, each Permitted Free Writing Prospectus, if any, which comes to Selling Stockholder will pay the attention of full amount owed by such Selling Stockholder; and
(e) prior , as required under Section 270 of the New York State Tax Law, with respect to or concurrently with his transfer under the execution and delivery terms of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreementof Option Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Court Lifestyles Inc)
Certain Covenants of the Selling Stockholders. Each The Selling Stockholder hereby agrees:Stockholders agree with each Underwriter as follows.
(a) notthe Selling Stockholders, at severally and not jointly, will pay any time at or after stamp duties, capital duties and stock transfer taxes, if any, payable upon the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than Shares by such Selling Stockholder to the ProspectusUnderwriters;
(b) Each of the Selling Stockholders shall comply with the terms of the “Lock-up” Agreement entered into by such Selling Stockholder and the Underwriters;
(c) the Selling Stockholders shall not to (and shall cause its affiliates not to) take, directly or indirectly, any action designed, which is designed to or which will constitute, constitutes or has constituted, or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to or facilitate the sale or resale of the Shares;
(cd) to pay the Selling Stockholders will indemnify and hold harmless the Underwriters against any documentary, stamp or cause to be paid all taxessimilar issue tax, if anyincluding any interest and penalties, on the transfer creation, issue and sale of the Shares being sold and on the execution and delivery of this Agreement. All payments to be made by the Selling Stockholders hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Selling Stockholders are compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Selling StockholderStockholders shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made;
(de) to each Selling Stockholder shall advise you the Representatives promptly, and if requested by youthem, to confirm such advice in writing, so long as delivery of a prospectus is relating to the Shares by an underwriter or dealer may be required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of SharesAct, of (i) any material change in the businessCompany’s condition (financial or otherwise), propertiesprospects, financial conditionearnings, results of operations, cash flows, management business or prospects of the Company and the Subsidiaries taken as a whole, which properties that comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, or the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which that comes to the attention of such Selling Stockholder; and
(ef) prior Comtech Global, as a Selling Stockholder will cause the Company to or concurrently with obtain all necessary PRC government approvals and to complete the execution registration of the equity transfer (“Equity Transfer Registration”) as set forth in Section 3(e) hereto such that the equity transfer will occur by not later than December 15, 2005, including causing the equity transfer agreements effecting the equity transfer to be properly notarized and delivery of this Agreement, the application to execute and deliver complete the Equity Transfer Registration being submitted to the Underwriters a Custody Agreement and a Lock-Up Agreementappropriate PRC authorities not later than September 15, 2005.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in information in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, relating to such Selling Stockholder;
(e) with respect to each Selling Stockholder who is also an officer of the Company as indicated on Schedule C hereto, Gazelle TechVentures Fund, L.P. and Co-Investment Fund, L.P., to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management operations or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, or (ii) any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and
(ef) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each of Selling Stockholder hereby --------------------------------------------- Stockholders covenants and agrees, severally and not jointly, with each of the Underwriters as follows:
(ai) Such Selling Stockholder will not, at directly or indirectly, without the prior written consent of the Company and the Representative, offer, offer to sell, sell, grant an option for the sale or purchase of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any time at shares of Common Stock or any securities convertible into, exchangeable or exercisable for, or evidencing any right to purchase or subscribe for, any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein for a period of thirteen (13) months after the execution date hereof, except pursuant to this Agreement or transfers to the estate or by the estate of this Agreementsuch Selling Stockholder, so long as such transferees agree to offer or sell be bound by the restrictions set forth herein, and such Selling Stockholder and any Shares by means of any “prospectus” his affiliates (within the meaning of the Act), or use any “prospectus” (within the meaning of the ActRules and Regulations) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) will not to take, directly or indirectly, any action designeddesignated to, or which will constitute, or has constituted, or might in the future reasonably be expected to cause or result in the in, unlawful stabilization or manipulation of the price of any security securities of the Company Company.
(ii) Such Selling Stockholder consents to facilitate the sale or resale use of the Shares;
(c) Prospectus and any amendment or supplement thereto by the Underwriters and all dealers to pay whom the Securities may be sold, both in connection with the offering or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by Securities and for such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long period of time thereafter as a prospectus the Prospectus is required by the Act law to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of therewith.
(iiii) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary Prospectus, Stockholder will review the Prospectus and each Permitted Free Writing Prospectus, if any, relating will comply with all agreements and satisfy all conditions on its part to such Selling Stockholder and (iii) any new material information relating be complied with or satisfied pursuant to the Company or relating to any matter stated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling Stockholder; and
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreementthe Power of Attorney at or prior to the Closing Date and any Option Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Court Lifestyles Inc)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in in, under the Exchange Act, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, relating that was furnished to the Company by such Selling Stockholder and (iiiin writing expressly for use therein) or (ii) any new material information relating to the Company or relating Selling Stockholder required to any matter be stated in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and;
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement;
(f) in order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representative of the Selling Stockholders prior to or at the date of the closing of the purchase of the Firm Shares a properly completed and executed U.S. Treasury Department Form W-9 (or other applicable form or statement specified by the U.S. Treasury Department regulations evidencing such Selling Stockholder’s exemption from backup withholding tax);
(g) to furnish such information relating to such Selling Stockholder as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as you may request for the distribution of the Shares; provided that such Selling Stockholder shall not be required to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and
(h) to advise the Underwriters and the Company promptly of the happening of any event within the time during which a prospectus relating to the Shares is required to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) under the Act which could require the making of any change in the Prospectus, as it relates to such Selling Stockholder, then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “"prospectus” " (within the meaning of the Act), or use any “"prospectus” " (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Additional Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the each Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the each Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, which comes to the attention of such Selling Stockholder; provided, however, that clauses (i) and (iii) of this Section 6(d) shall not apply to the Non-Management Stockholder; and
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Ocean Power Technologies, Inc.)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in information in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, relating to such Selling Stockholder;
(e) with respect to each Selling Stockholder who is also an officer of the Company as indicated on Schedule C hereto, Co-Investment 2000 Fund, L.P., Cross Atlantic Technology Fund II, L.P. and Cross Atlantic Technology Fund, L.P., to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management operations or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, or (ii) any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, relating to such Selling Stockholder and (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and
(ef) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary ProspectusPre-Pricing Prospectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, relating to such Selling Stockholder and or (iiiii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Preliminary ProspectusPre-Pricing Prospectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Custody Agreement and a Lock-Up Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Energy Conversion Devices Inc)
Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “"prospectus” " (within the meaning of the Act), or use any “"prospectus” " (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in in, under the Exchange Act, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations, cash flows, management or prospects of the Company and the Subsidiaries taken as a whole, which comes to the attention of such Selling Stockholder, (ii) any change in information in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, relating that was furnished to the Company by such Selling Stockholder and (iiiin writing expressly for use therein) or (ii) any new material information relating to the Company or relating Selling Stockholder required to any matter be stated in the Registration Statement, the Preliminary ProspectusProspectuses, the Prospectus and each the Permitted Free Writing ProspectusProspectuses, if any, which comes to the attention of such Selling Stockholder; and;
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and a Lock-Up Agreement;
(f) in order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to the Representative of the Selling Stockholders prior to or at the date of the closing of the purchase of the Firm Shares a properly completed and executed U.S. Treasury Department Form W-9 (or other applicable form or statement specified by the U.S. Treasury Department regulations evidencing such Selling Stockholder's exemption from backup withholding tax);
(g) to furnish such information relating to such Selling Stockholder as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as you may request for the distribution of the Shares; provided that such Selling Stockholder shall not be required to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and
(h) to advise the Underwriters and the Company promptly of the happening of any event within the time during which a prospectus relating to the Shares is required to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) under the Act which could require the making of any change in the Prospectus, as it relates to such Selling Stockholder, then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
Appears in 1 contract
