Common use of Certain Covenants of the Selling Stockholders Clause in Contracts

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 any information in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus that was furnished to the Company by such Selling Stockholder in writing expressly for use therein; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Cpi International, Inc.)

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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 Offered Securities 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 SharesOffered Securities, 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 SharesOffered Securities; (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 SharesOffered Securities, of any change in any information in the Registration Statement, any Preliminary Prospectusthe Pre-Pricing Prospectuses, the Prospectus or any and the Permitted Free Writing Prospectus that was furnished Prospectuses, if any, relating to the Company by such Selling Stockholder in writing expressly for use thereinStockholder; and (ed) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters Underwriter a Power of Attorney, Custody Agreement and a Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Centerplate, Inc.)

Certain Covenants of the Selling Stockholders. Each Selling Stockholder hereby agrees: (a) not, at any time at or after during the execution of this Agreementperiod that a prospectus is required to be delivered under the Act, 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, constitute or might reasonably be expected to cause or result in the unlawful 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 material change in any information Information Regarding Such Selling Stockholder in the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus that was furnished which comes to the Company by attention of such Selling Stockholder in writing expressly for use thereinStockholder; and (e) and 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

Samples: Underwriting Agreement (WideOpenWest, 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;; and (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 change in any information in the Registration Statement, any the Preliminary ProspectusProspectuses, the Prospectus or any and the Permitted Free Writing Prospectus that was furnished Prospectuses, if any, relating to such Selling Stockholder or (ii) any new material information relating to the Company by or relating to any matter stated in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, which comes to the attention of such Selling Stockholder in writing expressly for use therein; 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 AgreementStockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Home Properties 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 any information in the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus that was furnished relating to the Company by such Selling Stockholder in writing expressly for use thereinStockholder; 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 an agreement (a Lock-Up Agreement”), in the form set forth as Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Smith Electric Vehicles 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; (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 material change in any information in the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus that was furnished relating to the Company by such Selling Stockholder in writing expressly for use thereinInformation ; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a the Power of Attorney, Custody Agreement and a Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Acell Inc)

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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 Sharesany, of (i) any change in any information in the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Prospectus relating to such Selling Stockholder Information or (ii) any Permitted Free Writing Prospectus that was furnished new material information relating to the Company by or relating to any matter stated in the Registration Statement, the Disclosure Package and the Prospectus which comes to the attention of such Selling Stockholder in writing expressly for use thereinStockholder; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Patriot National, 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, 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 any information in the Registration Statement, any the Preliminary ProspectusProspectuses, the Prospectus or any and the Permitted Free Writing Prospectus that was furnished Prospectuses, if any, relating to the Company by such Selling Stockholder in writing expressly for use thereinStockholder; 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, a Custody Agreement and a Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Renewable Energy Group, 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 any information in the Registration Statement, any the Preliminary ProspectusProspectuses, the Prospectus or any and the Permitted Free Writing Prospectus that was furnished Prospectuses, if any, relating to the Company by such Selling Stockholder in writing expressly for use thereinStockholder; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Aviv REIT, Inc.)

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