Clear Market. For a period of 90 days after the date of the initial public offering of the Shares, the Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 3 contracts
Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (1c) any shares of its stockholdersStock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, partnersmarketing or distribution arrangement, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachcollaboration agreement, an “Affiliate”)) intellectual property license agreement, or any acquisition of its Affiliates’ directorsassets or not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such donee, trustee, distributee or transferee, as shares of Stock and securities issued pursuant to this clause (c) during the case may be, 90-day restricted period referred to in this section shall execute and deliver to the Representatives a lock-up letter an agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant Exhibit A hereto prior to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventissuance.
Appears in 3 contracts
Samples: Underwriting Agreement (Sage Therapeutics, Inc.), Sage Therapeutics, Inc., Sage Therapeutics, Inc.
Clear Market. For a period of 90 45 days after the date of the initial public offering of Prospectus (the Shares“Lock-Up Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any such offer, pledge, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, ; (b) transfers to (1) issuances of shares of Stock upon the exercise of options, other equity-based compensatory awards, or warrants or the conversion or redemption of any of its stockholders, partners, members or affiliates (security disclosed as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter outstanding in the form of this paragraph for Registration Statement (excluding the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodexhibits thereto), the Preliminary Prospectus and the Prospectus; (c) the issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Company purchased by Registration Statement (excluding the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up periodexhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the Operating Partnership Agreement; or (d) the establishment filing by the Company of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news registration statement on Form S-8 or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventsuccessor form thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (MPT Operating Partnership, L.P.)
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dD) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (E) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (D) and (E), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 2 contracts
Clear Market. For a period of 90 180 days after the date of the initial public offering of Prospectus (the Shares“Company Lock-Up Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 5.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (2iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any investment fund plan in effect on the date of this Agreement and described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by similar strategic transaction. If the Selling Shareholder; provided that (A) such doneeRepresentatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 2 contracts
Samples: RxSight, Inc., RxSight, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesX. X. Xxxxxx Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under Company Stock Plans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under Company Stock Plans, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto and (E) shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (iiincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) to effect or any acquisition of assets or not less than a majority or controlling portion of the cashless exercise equity of options to purchase Stock; another entity, provided that such dispositions (x) the aggregate number of shares issued pursuant to this clause (E) shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed 5.0% of the locktotal number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (E) during the 180-up periodday restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(n) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 2 contracts
Samples: Merrimack Pharmaceuticals Inc, Merrimack Pharmaceuticals Inc
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representatives, other than (A) grants of employee stock options or other equity-based awards pursuant to the terms of a plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) issuances of Stock pursuant to the exercise of such options or other equity-based awards, (C) issuances of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, (D) the issuance of the four Representatives Shares, (E) the entry into any agreement providing for the issuance by the Company of Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, intellectual property or other assets of any person or entity or pursuant to an employee benefit plan assumed by the Company in connection with any such acquisition, and the issuance of any Stock pursuant to any such agreement or (y) the prior written notice entry into any agreement relating to a joint venture, licensing transaction, collaboration or other strategic transaction; provided, that the other Representativesaggregate number Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) may not exceed 5.0% of the total outstanding shares of capital stock of the Company immediately following the completion of the transactions contemplated by this Agreement; and provided in the case of clauses (B), in each case other than (aC) and (E), the Shares recipients of such Stock agree to be sold bound by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up lockup letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value executed by directors and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made officers pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 6(m) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventhereof.
Appears in 2 contracts
Samples: MyoKardia, Inc., MyoKardia Inc
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be issued and sold by the Selling Shareholder hereunder, (bB) transfers any shares of Common Stock of the Company issued in connection with the conversion, exchange or exercise of options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be amended from time to time, or (F) the issuance of up to 5% of the outstanding shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement in connection with (1) any of its stockholdersthe acquisition of, partners, members a joint venture with or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees a merger with another company or (2) the issuance of shares of Stock pursuant to any investment fund or other entity controlled or managed employee benefit plan assumed by the Selling ShareholderCompany in connection with such acquisition, joint venture or merger; provided that (A) such doneethat, trustee, distributee or transferee, as in the case may beof (1) and (2), any recipient of such Stock shall execute and deliver to the Representatives a lock-up letter substantially in the form of this paragraph for Exhibit A. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the balance of the restrictions set forth in a lock-up period, (Bletter described in Section 6(l) such transfer shall not involve a disposition hereof for value and (C) no filing by any party (donor, donee, transferor an officer or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock director of the Company purchased by and provide the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily waiver substantially in connection with such sale (other than a filing on a Form 5 made after the expiration form of Exhibit A hereto at least three business days before the effective date of the lock-up period), (d) the establishment of any contract, instruction release or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit B hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 2 contracts
Samples: Presidio, Inc., Presidio, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers grants of awards pursuant to the Company’s equity incentive plans, (1c) any shares of its stockholdersCommon Stock of the Company issued upon the exercise or vesting of awards granted in accordance with (b), partners, members or affiliates (as such term is defined in Rule 501(bd) issuances of securities under the Securities Act Company’s employee stock purchase plan, or (eache) shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock issued in connection with a joint venture, an “Affiliate”)) marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of its Affiliates’ directorsassets or not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock issued pursuant to this clause (e) shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such donee, trustee, distributee or transferee, as shares of Common Stock and securities issued pursuant to this clause (e) during the case may be, 90-day restricted period referred to in this section shall execute and deliver to the Representatives a lock-up letter an agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant Exhibit A hereto prior to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventissuance.
Appears in 2 contracts
Clear Market. For a period of 90 30 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than (aA) any shares of Common Stock of the Company issued in connection with the conversion, exchange or exercise of options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the Shares grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be sold by the Selling Shareholder hereunderamended from time to time, (bE) transfers the issuance of up to 5% of the outstanding shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement in connection with (1) any of its stockholdersthe acquisition of, partners, members a joint venture with or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees a merger with another company or (2) the issuance of shares of Stock pursuant to any investment fund or other entity controlled or managed employee benefit plan assumed by the Selling ShareholderCompany in connection with such acquisition, joint venture or merger; provided that (A) such doneethat, trustee, distributee or transferee, as in the case may beof clauses (1) and (2) of this clause (E), any recipient of such Stock shall execute and deliver to the Representatives Underwriter a lock-up letter substantially in the form of this paragraph for Exhibit A, or (F) confidential or non-public submissions to the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment Commission of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) registration statements under the Exchange Securities Act; provided that no sales that, in the case of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up periodthis clause (F), and such a Plan may only be established if no public announcement of the establishment such confidential or existence thereof non-public submission shall be made and no public filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing of a registration statement is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventpermitted.
Appears in 2 contracts
Samples: Presidio, Inc., Presidio, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not not, nor will it publicly disclose the intention to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X.X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesXxxxxx Xxxxxxx & Co. LLC, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance by the Selling Shareholder hereunderCompany of shares of Stock or securities convertible into, (b) transfers exchangeable for or that represent the right to receive shares of Stock in connection with (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and employees the issuance of any such securities pursuant to any such agreement, or (2) to any investment fund the Company’s joint ventures, commercial relationships and other strategic transactions, or other entity controlled or managed (iv) the filing by the Selling ShareholderCompany of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (iii); provided provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (Aiii) such doneeshall not exceed 10% of the total number of shares of Stock outstanding immediately following the offering of the Shares contemplated by this Agreement plus the shares reserved for issuance under the Company Stock Plans and provided, trusteefurther, distributee or transferee, as that in the case may be, of clause (iii) each recipient of such securities during the Restricted Period shall execute and deliver to the Representatives enter into a lock-up letter agreement with the Underwriters. If X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in this Section 4(h), X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC shall provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, and the Company agrees to announce the impending release or waiver by a press release substantially in the form of this paragraph for Exhibit C hereto through a major news service at least two business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 2 contracts
Samples: LEGALZOOM.COM, Inc., LEGALZOOM.COM, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers any shares of Stock of the Company issued upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof and described in the Prospectus, (C) the grant of options or the issuance of shares of Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Prospectus, (D) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Prospectus or (E) the sale or issuance of or entry into an agreement to sell or issue shares of Stock or securities convertible into or exercisable or exchangeable for Stock in connection with any (1) any of its stockholdersmergers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisition of securities, businesses, proper or other entity controlled assets, (3) joint ventures, (4) strategic alliances, (5) equipment leasing arrangements or managed by (6) debt financing; provided, that the Selling Shareholder; provided that aggregate number of shares of Stock or securities convertible into or exercisable for Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of the Company’s Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Stock or securities convertible into or exercisable for Stock pursuant to this clause (E) shall execute and deliver to the Representatives a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: Inogen Inc
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (C) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (D) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dE) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (F) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (E) and (F), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up period. up” agreement substantially in the form of Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiessecurities convertible into or exercisable or exchangeable for Stock, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options granted under Company Stock Plans as are in existence on the date hereof and described in or incorporated by reference in the Prospectus; (C) shares of restricted stock and options or awards to purchase shares of Stock issued (whether or not pursuant to a Company Stock Plan) to induce personnel to accept employment with the Company in an aggregate amount not to exceed 2% of the outstanding Common Stock of the Company as of the date hereof; (D) shares of Stock issued or to be issued in connection with any business combination, acquisition, in-license or strategic investment, provided that (y) such shares of Stock so issued shall not exceed 5% of the outstanding Common Stock of the Company as of the date hereof and (z) each individual or entity to whom any such shares of Stock are issued signs and delivers a “lock-up” agreement substantially in the form of Exhibit A hereto; and (E) the registration under the Securities Act of securities referenced in clauses (B), (C) or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodD). Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that the foregoing clause will only be effective if any of the Underwriters is restricted from publishing or otherwise distributing a research report or making a public appearance concerning the Company under NASD Rule 2711(f)(4) by virtue of the last sentence of such rule.
Appears in 1 contract
Samples: Underwriting Agreement (Novavax Inc)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representatives, other than (A) grants of employee stock options or other equity-based awards pursuant to the terms of a plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) issuances of Stock pursuant to the exercise of such options or other equity-based awards, (C) issuances of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, (D) the issuance of the four Representatives Shares, (E) the entry into any agreement providing for the issuance by the Company of Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, intellectual property or other assets of any person or entity or pursuant to an employee benefit plan assumed by the Company in connection with any such acquisition, and the issuance of any Stock pursuant to any such agreement or (y) the prior written notice entry into any agreement relating to a joint venture, licensing transaction, collaboration or other strategic transaction; provided, that the other Representativesaggregate number Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) may not exceed 5.0% of the total outstanding shares of capital stock of the Company immediately following the completion of the transactions contemplated by this Agreement; and provided in the case of clauses (B), in each case other than (aC) and (E), the Shares recipients of such Stock agree to be sold bound by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up lockup letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value executed by directors and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made officers pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 6(m) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventhereof.
Appears in 1 contract
Samples: MyoKardia Inc
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, Stock or any such other securities (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise), without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers the filing of a Registration Statement on Form S-8 relating to the shares of Stock granted pursuant to or reserved for issuance under the Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (D) the issuance of equity-based awards under the Company Stock Plans, (E) the issuance of or entry into an agreement to sell or issue Stock (or securities convertible into or exercisable for shares of Stock) in connection with any (1) any of its stockholdersmergers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisition of securities, businesses, property or other entity controlled assets, (3) joint ventures or managed (4) strategic alliances; provided, that the aggregate number of shares of Stock (or securities convertible into or exercisable for shares of Stock) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of the Company’s Stock issued and outstanding immediately following the completion of the transaction contemplated by the Selling Shareholder; this Agreement, and provided further, that any transferee of such Stock (Aor securities convertible into or exercisable for shares of Stock) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter substantially in the form Form of this paragraph for the balance of the lock-up periodExhibit A hereof, (B) such transfer shall not involve a disposition for value and (CF) no filing by any party (donor, donee, transferor or transferee) under Section 16 the issuance of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) to 15,000 shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale a transaction not specified in clauses (other than a filing on a Form 5 made after the expiration of the lock-up period), A) through (dE) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Samples: Underwriting Agreement (Kythera Biopharmaceuticals Inc)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (including director stock units pursuant to a deferral plan, “RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and referred to generally in the Prospectus; (ii) grants or issuances of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and referred to generally in the Prospectus; (iii) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Common Stock issued pursuant to employee or director benefit, compensation, incentive or stock purchase plans of the Company purchased existing on the date hereof and referred to generally in the Registration Statement; (iv) any shares of Common Stock issued by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made Company pursuant to such a Plan the Company’s direct stock purchase and dividend reinvestment plan, existing or approved on or prior to the expiration of date hereof and referred to generally in the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling ShareholderRegistration Statement, the Company or any other person, shall be required, Pricing Disclosure Package and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occursProspectus; or (2v) prior the filing of any registration statement on Form S-8 relating to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning securities granted or to be granted pursuant to any plan in effect on the last day date of this Agreement and referred to generally in the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period Prospectus or any assumed benefit plan pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release an acquisition or the occurrence of the material news or material eventsimilar strategic transaction.
Appears in 1 contract
Samples: Allete Inc
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans, (C) the grant by the Selling Shareholder Company of awards under Company Stock Plans as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) transfers of Common Stock as required by the Reorganization, (E) the filing of a registration statement on Form S-8 (or equivalent form) with the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily Commission in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (dF) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling Shareholder, Company in connection with any such acquisition or (G) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (F) and (G), the aggregate number of shares of Stock issued in all such dispositions acquisitions and transactions does not exceed 10% of the issued and outstanding Stock of the Company on the Closing Date and any recipients of such Shares shall only be permitted with respect to options that would otherwise terminate or expire prior deliver a “lock-up” agreement substantially to the expiration Representatives in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1letter described in Section 8(r) during the last 17 days hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit C hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X.X. Xxxxxx Securities Inc. and (y) the prior written notice to the other RepresentativesXxxxxx Xxxxxxx & Co. Incorporated, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and options granted under the Company Stock Plans or shares of Stock of the Company issued upon the exercise of options granted under the Company Stock Plans, (C) no the filing by the Company of any party Registration Statement on Form S-8 or a successor form thereto, and (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (cD) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily issued in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (other than a filing on a Form 5 made after the expiration of the lock-up periodincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that (dx) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock issued pursuant to this clause (D) during the Company 180-day restricted period shall not exceed 10% of the total number of shares of Stock issued and outstanding immediately following the closing of the offering contemplated by this Agreement and (iy) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance of any shares of Stock pursuant to this clause (D) during the 180-day restricted period, the recipient of such shares of Stock shall sign and deliver a lock-up periodagreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Aveo Pharmaceuticals Inc
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholdersStock issued upon the exercise of options granted under Company Stock Plans or warrants described as outstanding in the Registration Statement, partnersthe Pricing Disclosure Package and the Prospectus, members (C) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or affiliates a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (as such term is defined E) shares of Stock or other securities issued in Rule 501(b) under the Securities Act connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (eachincluding joint ventures, an “Affiliate”)marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of its Affiliates’ directorsassets or not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares issued pursuant to this clause (E) shall not exceed five percent of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such doneeshares of Stock and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto. If the Representatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 6(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of this paragraph for Exhibit C hereto through a major news service at least two business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Bluebird Bio, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value any shares of Stock issued upon the exercise of options granted under Company Stock Plans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) no any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any party registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (cE) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily securities issued in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship (other including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a filing on a Form 5 made after the expiration majority or controlling portion of the lock-up period)equity of another entity, provided that (dx) the establishment aggregate number of any contract, instruction or plan shares issued pursuant to this clause (a “Plan”E) that satisfies all shall not exceed five percent of the requirements total number of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of outstanding shares of Stock to immediately following the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance and sale of the lock-up period. Notwithstanding Underwritten Shares pursuant hereto and (y) the foregoing, if recipient of any such shares of Stock and securities issued pursuant to this clause (1E) during the last 17 days of the 90-day restricted period, period described above shall enter into an agreement substantially in the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration form of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: Bluebird Bio, Inc.
Clear Market. For a period of 90 45 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock (Stock, including without limitationlimited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and Representatives. The restrictions described above do not apply to (y) the prior written notice to the other Representatives, in each case other than (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers to (1) any of its stockholdersStock issued, partnerstransferred, members redeemed or affiliates (as such term is defined exchanged in Rule 501(b) under connection with, or on substantially the Securities Act (eachsame terms as, an “Affiliate”)) or any of its Affiliates’ directorsthe Exchange Agreement, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the recipients of such Stock or units pursuant to this clause (Aii) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver agree to the Representatives a lock-up letter be bound in the form of this paragraph for the balance writing by an agreement of the lock-up periodsame duration and terms as provided in this section and provided, (B) such transfer shall not involve a disposition for value and (C) further, that no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodRestricted Period referred to above), (ciii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Company purchased by Closing Date and described in the Selling Shareholder Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit A hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the open market following date of this offering if Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and only if described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under Section 16 of the Exchange Act or other report or filing public announcement shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan issuance prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement Restricted Period referred to above; (vii) the issuance of the establishment shares of Stock or existence thereof and no filing other securities (including securities convertible into shares of Stock) in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling Shareholder, Company in connection with any such acquisition; or (viii) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up period. Notwithstanding up” agreement substantially in the foregoing, if (1) during the last 17 days form of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: MediaAlpha, Inc.
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectuses, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and Representative. The foregoing sentence shall not apply (yA) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by to any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder exercise of options or vesting of restricted stock or restricted stock units granted under Company Stock Plans as in effect on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period)date hereof, (dC) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration grant of options, awards of restricted stock and restricted stock units or the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to employees or directors by the Company in the ordinary course of business or pursuant to any of the Company Stock Plans as in effect on the date hereof and (iD) to satisfy tax withholding obligations in connection with any acquisitions or strategic investments by the exercise Company or any of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; its subsidiaries, provided that such dispositions any recipient of any issuances by the Company of shares of Stock under this clause (D) shall only be permitted with respect to options that would otherwise terminate or expire prior execute a “lock-up” agreement substantially in the form of Exhibit A hereto and deliver the same to the expiration Representative and provided further that the total number of shares of Stock issued by the Company under this clause (D) shall not exceed 5% of the lock-up period. Notwithstanding total number of shares of Stock outstanding on the foregoing, if date hereof (1) during after giving effect to the last 17 days sale of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventShares).
Appears in 1 contract
Samples: SXC Health Solutions Corp.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (12) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period)awarded, (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to or purchase rights, issued upon vesting of equity awards and/or settlement of other awards granted under the Company Stock or Plans, (ii3) to effect the cashless exercise filing by the Company of options to purchase Stock; provided that such dispositions shall only be permitted registration statements on Form S-8 with respect to options that would otherwise terminate benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (4) the issuance by the Company of Common Stock and securities convertible or expire prior exercisable or exchangeable for Common Stock, in an aggregate amount not to the expiration exceed five percent (5%) of the Company’s outstanding securities, determined as of the Closing Date, in connection with one more acquisitions of a company or a business, securities, property or assets of another person or entity, joint ventures, commercial relationships or strategic alliances. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 7(a) or a lock-up period. Notwithstanding the foregoing, if (1letter described in Section 9(l) during the last 17 days hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit C hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Altair Engineering Inc.
Clear Market. For a period of 90 30 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dD) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (E) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (D) and (E), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholdersStock issued upon the exercise of options granted under Company Stock Plans or warrants described as outstanding in the Registration Statement, partnersthe Pricing Disclosure Package and the Prospectus, members (C) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or affiliates a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (as such term is defined E) shares of Stock or other securities issued in Rule 501(b) under the Securities Act connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (eachincluding joint ventures, an “Affiliate”)marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of its Affiliates’ directorsassets or not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares issued pursuant to this clause (E) shall not exceed ten percent of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such donee, trustee, distributee or transferee, as shares of Stock and securities issued pursuant to this clause (E) during the case may be, 60-day restricted period described above shall execute and deliver to the Representatives a lock-up letter enter into an agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: Bluebird Bio, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not not, or publicly disclose the intent to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or described in the Prospectus; (2iii) the issuance of up to any investment fund 5% of the outstanding shares of Stock immediately following the Closing Date, in acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occursExhibit A hereto; or (2iv) prior the filing of any registration statement on Form S-8 relating to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning securities granted or to be granted pursuant to any plan in effect on the last day date of this Agreement and described in the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period Prospectus or any assumed benefit plan pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release an acquisition or the occurrence of the material news or material eventsimilar strategic transaction.
Appears in 1 contract
Samples: Nuvalent, Inc.
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriters, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase shares of Stock or (ii) pursuant to effect Company Stock Plans, which options are outstanding on the cashless exercise date hereof provided that “cashless” exercises of options shall not be permitted, and (C) any shares of Stock, or securities convertible into, exercisable or exchangeable for shares of Stock, issued or to purchase Stock; provided that such dispositions shall only be permitted issued in connection with respect to options that would otherwise terminate mergers or expire prior to the expiration acquisitions of securities, businesses, property or other assets, joint ventures, strategic alliances, or in exchange for shares of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCompany’s 10.0% Series A Cumulative Preferred Stock.
Appears in 1 contract
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and Representatives. The foregoing sentence shall not apply (yA) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by to any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder exercise of options or vesting of restricted stock or restricted stock units granted under Company Stock Plans as in effect on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period)date hereof, (dC) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration grant of options, awards of restricted stock and restricted stock units or the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to employees or directors by the Company in the ordinary course of business or pursuant to any of the Company Stock Plans as in effect on the date hereof, (iD) to satisfy tax withholding obligations in connection with any acquisitions or strategic investments by the exercise Company or any of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; its subsidiaries, provided that such dispositions any recipient of any issuances by the Company of shares of Stock under this clause (D) shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the execute a “lock-up period. Notwithstanding up” agreement substantially in the foregoing, if (1) during form of Exhibit A hereto and deliver the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating same to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject provided further that the total number of shares of Stock issued by the Company under this clause (D) shall not exceed 5% of the total number of shares of Stock outstanding on the date hereof (after giving effect to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two sale of the four Representatives Shares); (E) to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release shares of Stock, including in respect of outstanding equity awards under Catalyst’s equity incentive plans and outstanding Catalyst warrants, or the occurrence assumption by the Company of Catalyst’s equity incentive plans and certain outstanding equity awards thereunder and certain outstanding Catalyst warrants, in each case pursuant to or contemplated by the material news Agreement and Plan of Merger among the Company, SXC Health Solutions, Inc., Catamaran I Corp., Catamaran II LLC and Catalyst, dated as of April 17, 2012 (as it may be amended, modified or material eventsupplemented from time to time, the “Catalyst Merger Agreement”), and the filing of any related registration statement, amendments and supplements and request for effectiveness related thereto; and (F) to the amendment to the Company’s Long Term Incentive Plan to increase the number of shares issuable under such plan by 2,500,000, as described in the S-4.
Appears in 1 contract
Samples: SXC Health Solutions Corp.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlyindirectly submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Stock (including without limitationShares, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securitiesany Shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Shares, ADSs or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X.X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesBofA Securities, in each case Inc., other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any Shares of its stockholdersthe Company issued upon the exercise of options granted under Company Share Plans, partners(C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, members the Pricing Disclosure Package and the Prospectus, (D) Shares or affiliates other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (as such term is defined in Rule 501(b) under the Securities Act (eachincluding joint ventures, an “Affiliate”)marketing or distribution arrangements, collaboration agreements or licensing agreements) or any acquisition of its Affiliates’ directorsassets of not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the aggregate number of the shares issued pursuant to clause (AD) such doneeshall not exceed more than five percent (5%) of the total number of outstanding Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement. If X.X. Xxxxxx Securities LLC and BofA Securities, trusteeInc., distributee in their sole discretion, agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 8(n) hereof for an officer, director or a member of the management board of the Company, and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit E hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit F hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: BioNTech SE
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options granted under Company Stock Plans, (c) the grant or issuance by the Selling Shareholder on Company of employee, consultant, or director stock options or restricted stock in the open market following this offering if and only if no filing by any party ordinary course of business under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period)Company Stock Plans, [(d) the establishment issuance of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing securities in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, property or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, (e) the Company issuance of securities in connection with joint ventures, commercial relationships, or any other personstrategic transactions; provided that, prior to in the expiration case of the lock-up period clauses (d) and (e), (i) dispositions the aggregate number of shares issued in all such acquisitions and transactions does not exceed 5% of the Company’s outstanding common stock following the offering of Common Stock contemplated by this Agreement and (ii) each person to whom such shares are issued executes a “lock-up” agreement in the form of Exhibit A hereto, or (f) any shares of Stock to otherwise transferred or disposed of by the Company (i) to satisfy tax withholding obligations in connection during the 180-day restricted period with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration advance written consent of the lock-up periodRepresentatives. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the Company’s Stock Plans), or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (C) no the issuance by the Company of any shares of Common Stock, or options to purchase Common Stock, to employees, directors and/or consultants of the Company pursuant to the Company Stock Plans, (D) the filing by the Company of any party Registration Statement on Form S-8 or a successor form thereto and (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (cE) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily issued in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (other than a filing on a Form 5 made after the expiration including acquisitions, joint ventures, marketing arrangements or collaboration agreements) in an aggregate amount not to exceed 10% of the Stock, provided that prior to the issuance of any shares of Stock pursuant to this clause (E) during the 90-day restricted period, the recipient of such shares of Stock pursuant to this clause (E) shall sign and deliver a lock-up period), (d) agreement substantially in the establishment form of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence announcement of the material news or material event.
Appears in 1 contract
Samples: Casella Waste Systems Inc
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-3 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale the shelf registration of certain securities, including but not limited to shares of Stock and securities convertible into or exercisable or exchangeable for Stock, (other than D) the filing of a filing registration statement on a Form 5 made after the expiration S-8 (or equivalent forms) in connection with an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dE) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (F) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (E) and (F), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donoroptions, donee, transferor or transferee) under Section 16 of the Exchange Act restricted stock units or other public report securities granted under the Company Stock Plans in existence on the date hereof or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options, vesting of restricted stock units or conversion or exchange of other securities granted under the Company Stock Plans in existence on the date hereof, (C) the filing by the Selling Shareholder Company of any Registration Statement on the open market following this offering if Form S-8 or a successor form thereto, and only if no filing by any party under Section 16 (D) shares of the Exchange Act or other report or filing shall be required or shall be made voluntarily Stock issued in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (other than a filing on a Form 5 made after the expiration of the lock-up periodincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that (dx) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock issued pursuant to this clause (D) during the Company 90-day restricted period shall not exceed 10% of the total number of shares of Stock issued and outstanding immediately following the closing of the offering contemplated by this Agreement and (iy) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance of the lock-up period. Notwithstanding the foregoing, if any shares of Stock pursuant to this clause (1D) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or recipient of such shares of Stock shall sign and deliver a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to agreement substantially in the lock-up letters described in Section 8(m) hereof with prior notice form of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: NPS Pharmaceuticals Inc
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers grants by the Company of options or other equity awards pursuant to a plan in effect on the date of this Agreement, (1c) any shares of its stockholdersStock issued upon the exercise or settlement of options or other equity awards granted pursuant to a plan in effect on the date of this Agreement, partners(d) the filing of a Registration Statement on Form S-8 (or equivalent forms) in connection with an employee stock compensation plan or agreement of the Company, members or affiliates (as such term is defined e) the issuance of securities in Rule 501(b) under connection with the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees businesses, properties or other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition), or (2f) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (e) and (f), the aggregate number of shares of Stock issued in all such acquisitions and other transactions does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any investment fund or other entity controlled or managed by such issuance, the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Representatives a “lock-up letter up” agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: First Solar, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than the (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value stock options granted pursuant to existing stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) or any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans or (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily issued in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (other than a filing on a Form 5 made after the expiration of the lock-up periodincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration issuance of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock pursuant to the Company this clause (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1C) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or recipient of such shares of Stock shall sign and deliver a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period agreement substantially in the form of Exhibit A hereto and the aggregate amount of shares of Common Stock issued pursuant to the lock-up letters described in Section 8(mthis clause (C) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two does not exceed 5% of the four Representatives to the Company prior to the expiration outstanding shares of Common Stock of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCompany.
Appears in 1 contract
Samples: Marketaxess Holdings Inc
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not not, or publicly disclose the intent to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or described in the Prospectus; (2iii) the issuance of up to any investment fund 5% of the outstanding shares of Stock immediately following the Closing Date, in acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occursExhibit A hereto; or (2iv) prior the filing of any registration statement on Form S-8 relating to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning securities granted or to be granted pursuant to any plan in effect on the last day date of this Agreement and described in the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period Prospectus or any assumed benefit plan pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release an acquisition or the occurrence of the material news or material eventsimilar strategic transaction.
Appears in 1 contract
Samples: Nuvalent, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (12) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options or settlement of restricted stock units granted under Company Stock Plans, issuance of shares pursuant to warrants or other stock purchase rights, sales of shares pursuant to the Company’s employee stock purchase plan and grants of equity awards granted under the Company’s Stock or Plans in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii3) to effect the cashless exercise filing by the Company of options to purchase Stock; provided that such dispositions shall only be permitted registration statements on Form S-8 with respect to options that would otherwise terminate the employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (4) the issuance by the Company of shares of Common Stock, or expire prior securities convertible into or exercisable or exchangeable for Common Stock, in an aggregate amount not to exceed 10% of the Common Stock outstanding immediately following the issuance of the Shares (including any Option Shares issued hereunder) to the expiration Underwriters as contemplated by this Agreement in connection with one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) provided in the case of clauses (2) and (4) above, the recipients of the Common Stock have signed a lock-up period. Notwithstanding agreement in substantially the foregoing, if (1) during form of Exhibit A hereto for the last 17 days balance of the 90180-day restricted period, the Company issues an earnings . The Representatives shall not agree to release or material news or waive the restrictions set forth in a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters agreement described in Section 8(m) hereof with without the prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two written consent of the four Representatives Company. If the Representatives, in their sole discretion, agree to release or waive the Company prior to the expiration of the 90-day restrictions set forth in a lock-up periodletter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the restrictions imposed Company agrees to announce the impending release or waiver by this Agreement shall continue to apply until a press release substantially in the expiration form of Exhibit C hereto through a major news service at least two business days before the effective date of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Chegg, Inc
Clear Market. For a period Until close of 90 days after business April 15, 2021 (the date of the initial public offering of the Shares“Company Lock-Up Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two X.X. Xxxxxx Securities LLC, other than the Shares to be sold hereunder and any shares of Stock of the four Representatives and Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the foregoing restriction shall not apply to: (y) the prior written notice to the other Representatives, in each case other than (ai) the Shares to be sold hereunder; (ii) the issuance by the Selling Shareholder hereunderCompany of shares of Stock, including upon the vesting, exercise or settlement of options or restricted stock units or the conversion of convertible securities or the exchange of exchangeable securities, or options to purchase shares of Stock or the grant of other equity-based awards (bincluding any securities convertible into shares of Stock), in each case pursuant to the Company’s equity plans of the Company that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) transfers to (1) the entry into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of its stockholders, partners, members or affiliates (as such term is defined Stock in Rule 501(b) under connection with the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers businesses, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or the issuance of any such securities pursuant to any such agreement; (iv) the entry into any agreement providing for the issuance of shares of Stock or any security convertible into or exercisable for shares of Stock in connection with joint ventures, commercial relationships or other strategic transactions, and employees the issuance of any such securities pursuant to any such agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity-based compensation plans of the Company that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any associated employee benefit plan contemplated by clause (iii); or (2vi) provided that in the case of clauses (iii) and (iv), the number of shares of Stock that the Company may sell or issue or agree to any investment fund sell or issue pursuant to such clauses shall not exceed, in the aggregate, 10% of the total number of shares of Stock issued and outstanding immediately following the Closing Date; provided further that in the case of clause (iv) Stock or other entity controlled or managed by securities issued pursuant to such clause shall be subject to a contractual agreement, substantially in the Selling Shareholder; provided form of Exhibit B hereto and provided, further, that (A) such donee, trustee, distributee or transferee, as in the case may beof clauses (ii) through (iv), (x) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the Representatives issuance of such securities, a lock-up letter in on substantially the form of this paragraph for the balance of same terms as the lock-up periodletter referred to in Section 8(l) hereof, (B) such transfer shall not involve a disposition for value and (Cy) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing enter stop transfer instructions with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, Company’s transfer agent and no registrar on such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply securities until the expiration of the 18Company Lock-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventUp Period.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering Prospectus, the Company will not publicly disclose the intention to undertake any of the Shares, the Selling Shareholder will not following or (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than the Shares to be sold hereunder. The restrictions described above do not apply to (ai) the Shares to be sold by hereunder; (ii) the Selling Shareholder hereunder, issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 10.0% of the outstanding shares of Stock, or (2) to any investment fund securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, licensing agreements or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such doneerecipients enter into a lock-up agreement with the Underwriters. If any two of the four Representatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 8(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under Company Stock Plans or (ii) to effect warrants described as outstanding in the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRegistration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under Company issues an earnings release or material news Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a material event successor form thereto relating to the shares of Stock granted pursuant to or reserved for issuance under Company occurs; Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (2including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) prior to the expiration or any acquisition of assets or acquisition of not less than a majority or controlling portion of the 90-day restricted periodequity of another entity, provided that the Company announces that it will release earnings results during the 16-day period beginning on the last day aggregate number of shares issued pursuant to this clause (E) shall not exceed five percent (5%) of the 90-day period, total number of outstanding shares of Stock immediately following the Company must provide the Representatives issuance and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two sale of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventUnderwritten Shares pursuant hereto.
Appears in 1 contract
Samples: Kala Pharmaceuticals, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Partnership will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement (other than any shares of Stock registration statement on Form S-8 to register Common Units issued or available for future grant under the Ares 2014 Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Ares Equity Incentive Plan”)) under the Securities Act relating to, any Common Units or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Units, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X. X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesXxxxxxx Lynch, in each case Pierce, Xxxxxx & Xxxxx Incorporated, other than (ai) the Shares Units to be sold by the Selling Shareholder hereunder, (bii) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Prospectus, (iii) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to the Ares Equity Incentive Plan, (iv) transfers of Common Units as required by the Reorganization, (v) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with the Ares Equity Incentive Plan, and (vi) the issuance of up to ten percent (110%) any of its stockholdersthe Common Units outstanding after this offering (assuming all Ares Operating Group Partnership Units have been exchanged for Common Units), partnersor securities convertible into or exercisable or exchangeable for Common Units in connection with mergers or acquisitions, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachjoint ventures, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund commercial relationships or other entity controlled or managed by the Selling Shareholderstrategic transactions; provided that that, the acquiree of any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (Avi) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter enters into an agreement in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted Exhibit C hereto with respect to options that would otherwise terminate such Common Units or expire prior to securities convertible into or exercisable or exchangeable for Common Units. For a period of 180 days after the expiration date of the lock-Prospectus, no Ares Entity will waive, modify or amend any transfer restrictions (including lock up periodprovisions) relating to any Ares Operating Group Units or Common Units contained in any agreements with holders thereof, without the written consent of X. X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Notwithstanding the foregoingIf X. X. Xxxxxx Securities LLC and Xxxxxxx Lynch, if (1) during the last 17 days of the 90-day restricted periodPierce, the Company issues an earnings Xxxxxx & Xxxxx Incorporated, in their sole discretion, agree to release or material news or a material event relating to waive the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the restrictions set forth in lock-up letters described in Section 8(m6(m) hereof for an officer or director of the General Partner and provide the Partnership with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives release or waiver substantially in the form of Exhibit A hereto, the Partnership agrees to announce the Company prior to impending release or waiver by a press release substantially in the expiration form of Exhibit B hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 ninety (90) days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to equity incentive plans or file with employee stock purchase plans that are in existence at the Commission a registration statement under Applicable Time and disclosed in the Securities Act with respect Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Stock Plans”) or Form S-4 relating to any of the foregoingacquisitions described in clause (E) below), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesXxxxxx, in each case Xxxxxxxx & Company, Incorporated, other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase or settlement of restricted stock units granted under the Company Stock or Plans, (iiC) to effect any shares of Stock of the cashless Company issued upon the exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to warrants outstanding on the expiration date of the lock-up period. Notwithstanding the foregoingProspectus, if (1D) during the last 17 days sales or issuances of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating shares pursuant to the Company occurs; Stock Plans or the terms of the Company’s existing agreements with employees and consulting firms, or (2E) prior the issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), so long as the purpose of such issuance is not solely for capital raising and the persons receiving such securities furnish to the expiration Representatives a “lock-up” agreement as set forth in Section 4(q); provided that, in the case of clause (E), that any such issuances shall not be greater than 10% of the 90-day restricted period, total outstanding shares of the Company announces that it will release earnings results during immediately following the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventClosing Date.
Appears in 1 contract
Samples: Lock Up Agreement (Veritone, Inc.)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a1) the Shares offer and sale of the Shares, (2) the grant of options or other rights to be sold purchase shares of Stock under existing employee incentive plans, (3) the issuance of any shares of Stock issued upon the exercise of options or other rights granted under existing employee incentive plans, (4) the issuance of shares of Stock upon the conversion or exchange of convertible or exchangeable securities outstanding at the date of this Agreement, (5) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (26) to any investment fund the issuance of shares of Stock or other entity controlled securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or managed by the Selling Shareholderother strategic transactions; provided that (A) such doneethat, trustee, distributee or transferee, as in the case may beof clauses (5) and (6), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 5% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall execute and deliver to the Representatives a “lock-up letter up” agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.Exhibit B.
Appears in 1 contract
Samples: Virtusa Corp
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers the issuance by the Company of shares of Common stock upon the exercise or settlement of options or restricted stock units or the conversion or exchange of securities outstanding on the date hereof, provided that such options, restricted stock units or securities were granted pursuant to the Company’s equity plans disclosed in the Preliminary Prospectus, (1iii) the issuance by the Company of Common Stock or any securities convertible into, exchangeable for or that represent the right to receive shares of its stockholdersCommon Stock, partnersin each case pursuant to the Company’s equity plans disclosed in the Preliminary Prospectus, members (iv) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or affiliates (as such term is defined any security convertible into or exercisable for shares of Common Stock in Rule 501(b) under connection with the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and employees or (2) the issuance of any such securities pursuant to any investment fund such agreement, (v) the entry into any agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other entity controlled or managed by strategic transactions, and the Selling Shareholderissuance of any such securities pursuant to any such agreement; provided that (A) such donee, trustee, distributee or transferee, as in the case of clauses (iv) and (v), the aggregate number of shares of Common Stock that the Company may be, sell or issue or agree to sell or issue pursuant to clauses (iv) and (v) shall not exceed 10% of the total number of shares of the Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further that in the case of clauses (ii) through (v) the Company shall (x) cause each recipient of such securities to execute and deliver to you, on or prior to the Representatives issuance of such securities, a lock-up agreement on substantially the same terms as the “lock-up” agreements referenced in section 8(l) hereof for the remainder of the Company’s 180-day period and (y) enter stop transfer instructions for the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waiver or amend without the prior written consent of the Representatives. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of this paragraph for Exhibit C hereto through a major news service at least two business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Underwriting Agreement (Xactly Corp)
Clear Market. For a (a) The Company hereby agrees that it will not, during the period of ending 90 days after the date of this Agreement, without the initial public offering prior written consent of the SharesXxxxxxx, the Selling Shareholder will not Xxxxx & Co., (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Common Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise. The restrictions contained in the preceding paragraph shall not apply to (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without both (xA) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares Common Stock to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and the grant by the Company of stock options, restricted stock or other awards pursuant to the Company’s benefit plans in effect as of the date hereof, (C) no filing the issuance of shares of Common Stock by the Company pursuant to the terms of any party director or employee stock option plan, stock ownership plan (donor, donee, transferor or transfereeincluding a 401(k) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodplan), (c) shares of Stock dividend reinvestment plan or any other similar plan of the Company purchased in effect as of the date hereof, (D) the issuance by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Common Stock to upon the exercise of an option or warrant or the conversion of a security outstanding upon completion of the offering of Common Stock, (E) issuances by the Company (i) to satisfy tax withholding obligations of shares of Common Stock in connection with the exercise acquisition of options to purchase Stock another corporation or (ii) to effect entity or the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisition of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release assets or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice properties of any such announcement (with a courtesy copy corporation or entity, so long as the aggregate amount of such notice delivered issuances does not exceed $1 billion, (F) transactions by any person other than the Company relating to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two shares of Common Stock or other securities acquired in open market transactions after the completion of the four Representatives to offering of the Common Stock, (G) transactions by the Company prior to repurchase shares of its Common Stock in the expiration open market and (H) the sale to Berkshire Hathaway Inc. (and/or its affiliates) of the 90-day lock-up periodto $3 billion of perpetual preferred stock and warrants to purchase up to $3 billion of Common Stock, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of terms and conditions described in the earnings release or the occurrence of the material news or material eventPricing Disclosure Material.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) hereunder and any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under employee stock option plans existing on the date hereof, any shares of Common Stock or (ii) to effect of the cashless Company issued upon exercise of any warrants outstanding on the date hereof, any employee stock options or restricted stock issued pursuant to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodemployee stock option plans, the Company issues an earnings release filing and effectiveness under the Securities Act of any registration statement (or material news any supplement or a material event relating amendment to any previously-filed registration statement) that the Company occurs; or (2) prior may be required to file with the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period Commission pursuant to the lock-up letters described in Section 8(m) hereof with prior notice rights of any such announcement (with a courtesy copy holder of such notice delivered warrants outstanding on the date hereof, and the filing and effectiveness under the Securities Act of any registration statement on Form S-8 relating to Cravath, Swaine & Xxxxx LLP) and then, upon notice inducement grants made by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventdate hereof.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by hereunder. The restrictions described above do not apply to (i) the Selling Shareholder offer, issuance, sale and disposition of the Shares hereunder, (bii) transfers the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the issuance of up to 5 % of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (2v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any investment fund plan in effect on the date of this Agreement and described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by similar strategic transaction. If the Selling Shareholder; provided that (A) such doneeRepresentatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 8(l) (No Legal Impediment to Issuance and/or Sale) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlyindirectly submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Stock (including without limitationShares, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securitiesany Shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Shares, ADSs or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X.X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesBofA Securities, in each case Inc., other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and any Shares of the Company issued upon the exercise of options granted under Company Share Plans, (C) no the filing by the Company of any party registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (donor, donee, transferor or transfereeD) under Section 16 of the Exchange Act Shares or other public report or filing shall be required or shall be made voluntarily securities issued in connection with such transfer a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution (other arrangements, collaboration agreements or licensing agreements) or any acquisition of assets of not less than a filing on a Form 5 made after the expiration majority or controlling portion of the lock-up period)equity of another entity, (c) shares of Stock provided that the aggregate number of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 shares issued pursuant to clause (D) shall not exceed more than five percent (5%) of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such total number of outstanding Shares immediately following the issuance and sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made Underwritten Shares pursuant to such a Plan prior to the expiration of the lock-up periodthis Agreement, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eE) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations Ordinary Shares issued in connection with the exercise of options to purchase Stock or (ii) to effect transactions contemplated by the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventMerger Agreement.
Appears in 1 contract
Samples: BioNTech SE
Clear Market. For a period of 90 75 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Stock or any securities convertible into or exercisable or exchangeable for Stock of its Affiliates’ directorsthe Company issued under Company Stock Plans, officers and employees (C) upon exercise of any warrant or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; conversion of the preferred stock of the Company outstanding as of the date of this Agreement provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall recipient execute and deliver to a lockup agreement for the Representatives a lock-up letter remainder of the Restricted Period in the form of this paragraph for the balance Exhibit B hereto, (D) up to 5% of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing Company’s outstanding shares issued by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily Company in connection with such transfer mergers, acquisitions or distribution (other than commercial or strategic transactions provided that the recipient execute a filing on a Form 5 made after lockup agreement for the expiration amount of the lock-up period), restricted period in the form of Exhibit B hereto and (cE) shares of Stock of the filing by the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction registration statement on Form S-8 or plan (a “Plan”) that satisfies all of successor form thereto relating to a Company Stock Plan described in the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling ShareholderRegistration Statement, the Company or any other person, shall be required, Pricing Disclosure Package and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventProspectus.
Appears in 1 contract
Samples: Mersana Therapeutics, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (ax) the Shares to be sold by the Selling Shareholder hereunder, hereunder (b) transfers to (1y) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under existing employee stock option plans disclosed in the Registration Statement, and (z) shares of Stock or (ii) to effect securities convertible into or exercisable or exchangeable for shares of Stock representing in the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration aggregate no more than 5% of the Company’s issued and outstanding shares of Stock as of the date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up periodagreement in substantially the form attached as Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a) the Shares to be sold grants by the Selling Shareholder hereunderCompany of options or other equity awards pursuant to a plan in effect on the date of this Agreement, (b) transfers any shares of Stock issued upon the exercise or settlement of options or other equity awards granted pursuant to a plan in effect on the date of this Agreement, (1c) any the filing of its stockholdersa Registration Statement on Form S-8 (or equivalent forms) in connection with an employee stock compensation plan or agreement of the Company, partners, members or affiliates (as such term is defined d) the issuance of securities in Rule 501(b) under connection with the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees businesses, properties or other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition), or (2e) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clauses (d) and (e), the aggregate number of shares of Stock issued in all such acquisitions and other transactions does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any investment fund or other entity controlled or managed by such issuance, the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Representatives Representative a “lock-up letter up” agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily specified in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers any shares of Stock of the Company issued upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof and described in the Prospectus, (C) the grant of options or the issuance of shares of Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Prospectus, (D) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Prospectus or (E) the sale or issuance of or entry into an agreement to sell or issue shares of Stock or securities convertible into or exercisable or exchangeable for Stock in connection with any (1) any of its stockholdersmergers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisition of securities, businesses, proper or other entity controlled assets, (3) joint ventures, (4) strategic alliances, (5) equipment leasing arrangements or managed by (6) debt financing; provided, that the Selling Shareholder; provided that aggregate number of shares of Stock or securities convertible into or exercisable for Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of the Company’s Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Stock or securities convertible into or exercisable for Stock pursuant to this clause (E) shall execute and deliver a lock-up agreement substantially in the form of Exhibit A hereto. If the Representative, in its sole discretion, agrees to release or waive the Representatives restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(o) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of this paragraph for Exhibit B hereto through a major news service at least two business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Inogen Inc
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesOffering Memorandum, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act (other than on Form S-8 or on any successor form) relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares Securities to be sold by hereunder and the Selling Shareholder hereunderUnderlying Securities to be issued upon conversion of the Securities, (b) transfers to (1B) any shares of its stockholdersCommon Stock of the Company issued pursuant to the Company Stock Plans or the Company’s employee stock purchase plan, partners(C) any shares of stock issuable upon the exercise of warrants outstanding on the date hereof, members (D) shares of Common Stock or affiliates (securities convertible into or exercisable or exchangeable for shares of Common Stock representing in the aggregate no more than 5% of the Company’s issued and outstanding shares of Common Stock as such term is defined in Rule 501(b) under of the Securities Act (eachdate of this Agreement, an “Affiliate”)) or any of its Affiliates’ directorswhich may be sold only to collaborators, officers and employees or (2) to any investment fund vendors, manufacturers, distributors, customers or other entity controlled similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or managed distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter agreement in substantially the form attached as Exhibit A hereto, and (E) the entry into the Call Spread Confirmations and the Company’s performance thereunder, including the issuance of this paragraph for the balance any Common Stock upon exercise and settlement or termination of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodWarrant Confirmations. Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) options to purchase Common Stock granted under the Company Stock Plans, provided that such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution options to purchase Common Stock (other than a filing on a Form 5 made after with respect to annual grants to directors) do not vest during the expiration 45-day restricted period and do not exceed 5% of the lock-up period)outstanding shares of Common Stock following the consummation of the offering of the Shares, (c) or any shares of Stock of the Company purchased issued upon the exercise of options granted under Company Stock Plans, (C) the filing by the Selling Shareholder Company of any registration statement on the open market following this offering if and only if no filing by Form S-8 or a successor form thereto relating to any party shares of Common Stock granted under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period)any Company Stock Plan, (dD) the establishment issuance of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations securities in connection with the exercise acquisition by the Company of options the securities, business, property or other assets (other than the in-license of a single product candidate, which shall be subject to purchase Stock clause (E) below) of another person or entity, or pursuant to any employee benefit plans assumed by the Company in connection with any such acquisition or (iiE) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that in the earnings release or case of (E), prior to any issuance the occurrence Company shall cause each recipient of such securities to execute and deliver to the Representative a Lock-up Agreement substantially in the form of Exhibit A and provided further that any issuances pursuant to clauses (D) and (E) above shall not, in the aggregate, exceed 5% of the material news or material eventoutstanding shares of Common Stock on the date hereof.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any Stock issued upon the exercise of its stockholderswarrants described in the Registration Statement, partnersthe Pricing Disclosure Package and the Prospectus, members (C) the filing of a Registration Statement on Form S-8 relating to the shares of Stock granted pursuant to or affiliates (as such term is defined in Rule 501(b) reserved for issuance under the Securities Act Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (eachD) any shares of Stock issued upon the exercise of options granted under Company Stock Plans, an “Affiliate”)(E) the issuance of equity based awards under the Company Stock Plans (F) any shares of Stock or any securities convertible into or exchangeable for, or that represent the right to receive, shares of its Affiliates’ directorsStock issued in connection with any joint venture, officers and employees commercial or (2) collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any investment fund or other entity controlled or managed employee benefit plan assumed by the Selling Shareholder; Company in connection with any such acquisition, provided that (A) such donee, trustee, distributee or transferee, as in the case of clause (F), the aggregate number of shares that the Company may besell or issue or agree to sell or issue pursuant to clause (F), (x) shall execute not exceed 5.0% of the total number of shares of Stock issued and deliver outstanding immediately following the completion of the transactions contemplated by this Agreement) and (y) the recipients thereof provide to the Representatives a signed lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ax) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1y) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under Company Stock or Plans, and (iiz) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event filings on Form S-8 relating to the Company occurs; Stock Plans described in the Prospectus. If the Representatives, in their sole discretion, agree to release or (2waive the restrictions set forth in a lock-up letter described in Section 6(l) prior to the expiration hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit C hereto through a major news service at least two business days before the last day effective date of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ax) the Shares to be sold by the Selling Shareholder hereunder, hereunder (b) transfers to (1y) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under existing employee stock option plans disclosed in the Registration Statement, and (z) shares of Stock or (ii) to effect securities convertible into or exercisable or exchangeable for shares of Stock representing in the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration aggregate no more than 5% of the Company’s issued and outstanding shares of Stock as of the date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up period. Notwithstanding agreement in substantially the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventform attached as Exhibit A hereto.
Appears in 1 contract
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dD) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (E) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (D) and (E), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options granted under Company Stock Plans, (c) the grant or issuance by the Selling Shareholder Company of employee, consultant, or director stock options or restricted stock in the ordinary course of business under the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (d) shares registered on Form S-8 relating to the open market following this offering if Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and only if no filing by any party under Section 16 the Prospectus, (e) the issuance of the Exchange Act or other report or filing shall be required or shall be made voluntarily securities in connection with such sale (other than a filing on a Form 5 made after the expiration acquisition by the Company or any of its subsidiaries of the lock-up periodsecurities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (f) the issuance of securities in connection with joint ventures, commercial relationships, or other strategic transactions; provided that, (x) in the case of clauses (e) and (f), the aggregate number of shares issued in all such acquisitions and transactions taken together does not exceed 10.0% of the Company’s outstanding common stock following the offering of Common Stock contemplated by this Agreement and (y) each person to whom such shares or securities are issued or granted pursuant to clauses (b), (c), (d), (e) and (f) during the establishment of any contract, instruction 180-day restriction period described above executes or plan (has executed a “Plan”) that satisfies all lock-up” agreement in the form of Exhibit A hereto. If the requirements of Rule 10b5-1(c)(1) under Representatives, in their sole discretion, agree to release or waive the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such restrictions set forth above or in a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement letter described in Section 6(m) hereof for an officer or director of the establishment Company and provide the Company with notice of the impending release or existence thereof and no filing with waiver substantially in the Commission form of Exhibit B hereto at least three business days before the effective date of the release or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Twist Bioscience Corp
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ax) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1y) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options granted under Company Stock Plans and (z) the entry into an agreement providing for the issuance by the Selling Shareholder on the open market following this offering if and only if no filing by Company of shares of Stock or any party under Section 16 security convertible into or exercisable for shares of the Exchange Act or other report or filing shall be required or shall be made voluntarily Stock in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, bona fide acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, business, property or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, by entity; provided that in the Selling Shareholdercase of clause (z), the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock to that the Company may sell or issue or agree to sell or issue pursuant to clause (iz) to satisfy tax withholding obligations in connection with shall not exceed 5% of the exercise total number of options to purchase shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further that each recipient of shares of Stock or securities convertible into or exercisable for Stock pursuant to clause (iiz) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the execute a lock-up periodagreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(o) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Eloqua, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (C) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (D) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dE) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (F) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (E) and (F), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up period. up” agreement substantially in the form of Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension. If the Representative, in its sole discretion, agrees to release or waive a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 60 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock (Stock, including without limitationlimited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and Representatives. The restrictions described above do not apply to (y) the prior written notice to the other Representatives, in each case other than (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers to (1) any of its stockholdersStock issued, partnerstransferred, members redeemed or affiliates (as such term is defined exchanged in Rule 501(b) under connection with, or on substantially the Securities Act (eachsame terms as, an “Affiliate”)) or any of its Affiliates’ directorsthe Exchange Agreement, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the recipients of such Stock or units pursuant to this clause (Aii) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver agree to the Representatives a lock-up letter be bound in the form of this paragraph for the balance writing by an agreement of the lock-up periodsame duration and terms as provided in this section and provided, (B) such transfer shall not involve a disposition for value and (C) further, that no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodRestricted Period referred to above), (ciii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Company purchased by Closing Date and described in the Selling Shareholder Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit A hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the open market following date of this offering if Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and only if described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under Section 16 of the Exchange Act or other report or filing public announcement shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan issuance prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement Restricted Period referred to above; (vii) the issuance of the establishment shares of Stock or existence thereof and no filing other securities (including securities convertible into shares of Stock) in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling Shareholder, Company in connection with any such acquisition; or (viii) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up period. Notwithstanding up” agreement substantially in the foregoing, if (1) during the last 17 days form of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: MediaAlpha, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, Stock or any such other securities (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise), without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder conversion of convertible preferred stock outstanding on the open market following date of this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations Agreement in connection with the offering contemplated by this Agreement and as described, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to purchase a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) shares of Stock issued to the selling Creabilis shareholders pursuant to and in satisfaction of the Company’s obligations under the Share Purchase Agreement as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (G) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (iiincluding joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) to effect or any acquisition of assets or acquisition of not less than a majority or controlling portion of the cashless exercise equity of options to purchase Stock; another entity, provided that such dispositions (x) the aggregate number of shares issued pursuant to clause (G) shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock or securities issued pursuant to clauses (C), (D), (F) or (G) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit C hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up period. Notwithstanding the foregoing, if (1letter described in Section 6(l) during the last 17 days hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit B hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Sienna Biopharmaceuticals, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase granted under Company Stock or Plans, (iiC) to effect upon the cashless exercise conversion of options to purchase Stock; the preferred stock of the Company outstanding as of the date of this Agreement provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration recipient execute a lockup agreement for the remainder of the Restricted Period in the form of Exhibit D hereto, (D) up to 5% of the Company’s outstanding shares issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions provided that the recipient execute a lockup agreement for the amount of the restricted period in the form of Exhibit D hereto and (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up period. Notwithstanding the foregoing, if (1letter described in Section 6(m) during the last 17 days hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit C hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Underwriting Agreement (Braeburn Pharmaceuticals, Inc.)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers options to (1) any purchase shares of its stockholders, partners, members Stock or affiliates (as such term is defined in Rule 501(b) restricted stock units granted under the Securities Act (each, an “Affiliate”)) Company Stock Plans in existence on the date hereof or any shares of its Affiliates’ directorsStock of the Company issued upon the exercise of options or the vesting of restricted stock units granted under Company Stock Plans in existence on the date hereof and (C) shares of Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, officers joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Stock issued under this Subsection (C) shall not exceed 5% of the number of Shares of Stock of the Company outstanding as of the date hereof; and employees or provided further, that prior to such issuance, each recipient of such shares under this subsection (2C) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lockLock-up letter Up Agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A-1. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) hereunder and any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options granted under Company Stock Plans. If the Representatives, in their sole discretion, agree to purchase Stock release or (ii) to effect waive the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the restrictions set forth in a lock-up period. Notwithstanding the foregoing, if (1letter described in Section 6(l) during the last 17 days hereof for an officer or director of the 90-day restricted periodCompany and provide the Company with notice of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit C attached hereto through a major news or a material event relating to the Company occurs; or service at least two (2) prior to business days before the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any of the foregoingsuch offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesX.X. Xxxxxx Securities LLC, in each case other than (a1) the Shares to be sold by hereunder and the Selling Shareholder hereunderConversion Shares, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to shares of Common Stock issued in the Company’s concurrent offering (as described in the Pricing Disclosure Package), (3) options, units and other equity awards, and any investment fund shares of Common Stock of the Company issued upon the exercise of such options or conversion of units or other entity controlled equity awards, granted under stock-based compensation plans of the Company and its subsidiaries, (4) the entrance into an agreement providing for the issuance of, and the issuance thereunder, of Common Stock (or managed securities convertible into or exchangeable for Common Stock) issued in connection with (i) the bona fide strategic acquisition of securities, assets, property, a technology or a business, (ii) pursuant to an employee benefit program assumed by the Selling ShareholderCompany in connection with such acquisition or (iii) the establishment of a commercial relationship, strategic partnership or collaboration (including a joint venture); provided provided, that (Athe recipient(s) of such donee, trustee, distributee Common Stock or transferee, as the case may be, any securities convertible into or exchangeable for Common Stock shall execute have executed and deliver delivered to the Representatives a lock-up letter agreement substantially in the form of Exhibit A hereto and that the aggregate number of shares of Common Stock the Company may sell or issue or agree to sell or issue pursuant to this paragraph for the balance clause (4) shall not exceed 10% of the lock-up periodtotal number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, (B5) such transfer shall not involve a disposition for value any registration statement on Form S-8 under the Securities Act or any amendments thereto, and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d6) the establishment of any contract, instruction or a trading plan (a “Plan”) that satisfies all of the requirements of pursuant to Rule 10b5-1(c)(11 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act; provided that no sales , if any, is required of or voluntarily made by the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of Company regarding the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated therebyof such plan, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior shall include a statement to the expiration effect that no transfer of the lock-up period and (e) dispositions of shares of Common Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that may be made under such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) plan during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRestricted Period.
Appears in 1 contract
Samples: Frontier Communications Corp
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiessecurities convertible into or exercisable or exchangeable for Stock, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options granted under Company Stock Plans as are in existence on the date hereof and described in or incorporated by reference in the Prospectus; (C) shares of restricted stock and options or awards to purchase shares of Stock issued (whether or not pursuant to a Company Stock Plan) to induce personnel to accept employment with the Company in an aggregate amount not to exceed 2% of the outstanding Common Stock of the Company as of the date hereof; (D) shares of Stock issued or to be issued in connection with any business combination, acquisition, in-license or strategic investment, provided that (y) such shares of Stock so issued shall not exceed 5% of the outstanding Common Stock of the Company as of the date hereof and (z) each individual or entity to whom any such shares of Stock are issued signs and delivers a “lock-up” agreement substantially in the form of Exhibit A hereto; and (E) the registration under the Securities Act of securities referenced in clauses (B), (C) or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodD). Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that the foregoing clause will only be effective if any of the Underwriters is restricted from publishing or otherwise distributing a research report or making a public appearance concerning the Company under NASD Rule 2711(f)(4) by virtue of the last sentence of such rule.
Appears in 1 contract
Samples: Underwriting Agreement (Novavax Inc)
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers options to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) purchase Common Stock granted under the Securities Act (eachCompany Stock Plans, an “Affiliate”)) provided that such options to purchase Common Stock do not vest during the 180-day restricted period and do not exceed 5% of the outstanding shares of Common Stock following the consummation of the offering of the Shares, or any shares of its Affiliates’ directorsStock of the Company issued upon the exercise of options granted under Company Stock Plans, officers and employees (C) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto relating to any shares of Common Stock granted under any Company Stock Plan, (D) the issuance of securities in connection with the acquisition by the Company of the securities, business, property or other assets (other than the in-license of a single product candidate, which shall be subject to clause (E) below) of another person or entity, or pursuant to any employee benefit plans assumed by the Company in connection with any such acquisition or (2E) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that in the case of (E), prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Representatives a lockLock-up letter Agreement substantially in the form of this paragraph for Exhibit A and provided further that any issuances pursuant to clauses (D) and (E) above shall not, in the balance aggregate, exceed 5% of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 outstanding shares of Common Stock outstanding immediately following the consummation of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration offering of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodUnderwritten Shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Clovis Oncology, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or, except in the case of a registration statement on Form S-8, file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X.X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesBarclays Capital Inc., in each case other than (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers pursuant to Company Stock Plans, (1iii) any pursuant to currently outstanding options, warrants or rights issued under one of its stockholdersthose plans, partners(iv) pursuant to employee stock purchase plans, members or affiliates (v) upon the conversion of outstanding preferred stock as such term is defined set forth in Rule 501(b) under the Securities Act (eachPricing Disclosure Package, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2vi) the issuance of Shares in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding ordinary shares of the Company following the offering of the Shares and prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall shares to execute and deliver to the Representatives a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made agreement delivered pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 8(p) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodhereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC and Barclays Capital Inc. in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(p) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Clear Market. For a period of 90 45 days after the date of the initial public offering of the SharesProspectuses, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers options to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) purchase Common Stock granted under the Securities Act Company Stock Plans, provided that such options to purchase Common Stock (eachother than with respect to annual grants to directors) do not vest during the 45-day restricted period and do not exceed 5% of the outstanding shares of Common Stock following the consummation of the offering of the Shares, an “Affiliate”)) or any shares of its Affiliates’ directorsStock of the Company issued upon the exercise of options granted under Company Stock Plans, officers and employees (C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any shares of Common Stock granted under any Company Stock Plan, (D) the issuance of securities in connection with the acquisition by the Company of the securities, business, property or other assets (other than the in-license of a single product candidate, which shall be subject to clause (E) below) of another person or entity, or pursuant to any employee benefit plans assumed by the Company in connection with any such acquisition or (2E) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that in the case of (E), prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Representatives a lockLock-up letter Agreement substantially in the form of this paragraph for Exhibit A and provided further that any issuances pursuant to clauses (D) and (E) above shall not, in the balance aggregate, exceed 5% of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 outstanding shares of Common Stock outstanding immediately following the consummation of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration offering of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodUnderwritten Shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 9045-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9045-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9045-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Clovis Oncology, Inc.
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiessecurities convertible into or exercisable or exchangeable for Stock, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, hereunder; (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options granted under Company Stock Plans as are in existence on the date hereof and described in or incorporated by reference in the Prospectus; (C) shares of restricted stock and options or awards to purchase shares of Stock issued (whether or not pursuant to a Company Stock Plan) to induce personnel to accept employment with the Company in an aggregate amount not to exceed 2% of the outstanding Common Stock of the Company as of the date hereof; (D) shares of Stock issued or to be issued in connection with any business combination, acquisition, in-license or strategic investment, provided that (y) such shares of Stock so issued shall not exceed 5% of the outstanding Common Stock of the Company as of the date hereof and (z) each individual or entity to whom any such shares of Stock are issued signs and delivers a “lock-up” agreement substantially in the form of Exhibit A hereto; and (E) the registration under the Securities Act of securities referenced in clauses (B), (C) or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventD).
Appears in 1 contract
Samples: Novavax Inc
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Stock (including without limitationOrdinary Shares, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesOrdinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of share options, share awards, restricted shares, RSUs, or other equity awards and the issuance of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares (whether upon the exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the public filing of any registration statement on Form F-1 relating to the registration for resale of any Ordinary Shares by any shareholder of the Company that previously executed and delivered a lock-up agreement, substantially in the form of Exhibit D hereto, that have been, by the Selling Shareholder hereunderterms of such agreement released from such agreement; (v) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that (a) such plan does not provide for the transfer of Ordinary Shares during the Restricted Period (or such earlier time as the terms of such shareholder’s, director’s or officer’s lock-up agreement provide) and (b) transfers to (1) any of its stockholders, partners, members the extent a public announcement or affiliates (as such term is defined in Rule 501(b) filing under the Securities Act Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Restricted Period; and (each, an “Affiliate”)vi) Ordinary Shares or any of its Affiliates’ directorssecurities convertible into, officers and employees or (2) exercisable or exchangeable for, Ordinary Shares, or the entrance into an agreement to issue Ordinary Shares or any investment fund securities convertible into, or exercisable or exchangeable for, Ordinary Shares, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity controlled or managed by the Selling Shareholderassumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares that the Company may issue or agree to issue pursuant to this clause (Avi) shall not exceed 10% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such doneeshares of Ordinary Shares and securities issued pursuant to this clause (vi) during the 180-day restricted period described above shall enter into an agreement substantially in the form attached hereto on or prior to such issuance. If X.X. Xxxxxx Securities LLC and one of Canaccord Genuity LLC or Citigroup Global Markets, trusteeInc., distributee in their sole discretion, agree to release or transferee, as waive the case may be, shall execute and deliver to the Representatives restrictions set forth in a lock-up letter described in Section 4(h) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Iris Energy LTD
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or, except in the case of a registration statement on Form S-8, file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ai) the Shares to be sold hereunder (ii) pursuant to Company Stock Plans, (iii) pursuant to currently outstanding options, warrants or rights issued under one of those plans, (iv) pursuant to employee stock purchase plans, (v) upon the conversion of outstanding preferred stock as set forth in the Pricing Disclosure Package, or (vi) the issuance of Shares in connection with the acquisition by the Selling Shareholder hereunderCompany of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (b) transfers to (1) any vi), the aggregate number of its stockholders, partners, members or affiliates (as shares issued in all such term is defined in Rule 501(b) under acquisitions and transactions does not exceed 10% of the Securities Act (each, an “Affiliate”)) or any outstanding ordinary shares of its Affiliates’ directors, officers the Company following the offering of the Shares and employees or (2) prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall shares to execute and deliver to the Representatives a lock-up letter agreement substantially in the form of this paragraph for agreement attached hereto as Exhibit A (a “Lock-Up Agreement”). If the balance of Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up period, (Bletter described in Section 8(o) such transfer shall not involve a disposition hereof for value and (C) no filing by any party (donor, donee, transferor an officer or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock director of the Company purchased by and provides the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after waiver at least three business days before the expiration effective date of the lock-up period), (d) release or waiver and the establishment Company is no longer Emerging Growth Company as of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholdertime, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any options or other awards (including without limitation restricted stock or restricted stock units), or shares of Common Stock issued with respect to such options and other awards, granted under Company stock plans or otherwise in equity compensation arrangements, in each case as in effect on the date hereof, with directors, officers employees and consultants of the Company and its stockholderssubsidiaries, partners(C) the issuance of securities registered pursuant to any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Prospectus, members (D) the issuance of Common Stock in connection with the acquisition of the assets of, or affiliates (as such term is defined a majority or controlling portion of the equity of, or a joint venture with another entity in Rule 501(b) under connection with the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directors, officers and employees subsidiaries of such entity or (2E) to the Firm Securities and the Additional Securities issued in connection with the offering of the Shares (and any investment fund or other entity controlled or managed by shares of Common Stock issued upon conversion of the Selling ShareholderSecurities); provided provided, however, that (A1) the aggregate number of shares issued pursuant to clause (D) above, considered individually and together with all such doneeprevious acquisitions or joint ventures, trusteeif any, distributee announced during the 180-day restricted period shall not exceed 10.0% of the Common Stock issued and outstanding as of the date of such acquisition agreement or transfereejoint venture agreement, as the case may be, and (2) prior to the issuance of such shares pursuant to clauses (B) and (C), in each case, if upon the receipt of such shares the recipient would be required to make a filing under the Securities Exchange Act of 1934, or clause (D), each recipient of such shares shall execute and deliver to the Representatives a lock-up lockup letter substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Nielsen Holdings B.V.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the offer, issuance, sale and disposition of its stockholders, partners, members the Shares hereunder; (ii) the issuance of shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock or RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling ShareholderProspectus; provided that any such recipient that following the grant will own on a fully diluted basis 1% or more of the outstanding shares of Stock of the Company enter into a lock-up agreement with the Underwriters; (Aiv) such doneethe filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) the issuance by the Company of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock in an aggregate amount not to exceed 5% of the Company’s Stock outstanding immediately following the issuance of the Underwritten Shares to the Underwriters as contemplated by this Agreement in connection with mergers, trusteeacquisitions or strategic transactions with an unaffiliated third party (including, distributee without limitation, joint ventures, marketing or transfereedistribution arrangements, as the case may becollaboration agreements and intellectual property license agreements), provided that recipient of shares issued under this clause (v) shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for set forth in Exhibit D hereto. If the balance of Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up period, (Bletter described in Section 8(l) such transfer shall not involve a disposition hereof for value and (C) no filing by any party (donor, donee, transferor an officer or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock director of the Company purchased by and provide the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily waiver substantially in connection with such sale (other than a filing on a Form 5 made after the expiration form of Exhibit B hereto at least three business days before the effective date of the lock-up period), (d) the establishment of any contract, instruction release or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CS Disco, Inc.
Clear Market. For a period of 90 ninety (90) days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to equity incentive plans or file with employee stock purchase plans that are in existence at the Commission a registration statement under Applicable Time and disclosed in the Securities Act with respect Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Stock Plans”) or Form S-4 relating to any of the foregoingacquisitions described in clause (E) below), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesJMP Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase or settlement of restricted stock units granted under the Company Stock or Plans, (iiC) to effect any shares of Stock of the cashless Company issued upon the exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to warrants outstanding on the expiration date of the lock-up period. Notwithstanding the foregoingProspectus, if (1D) during the last 17 days sales or issuances of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating shares pursuant to the Company occurs; Stock Plans or (2E) prior to the expiration issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), so long as the purpose of such issuance is not solely for capital raising; provided that, in the case of clause (E), that any such issuances shall not be greater than 10% of the 90-day restricted period, total outstanding shares of the Company announces that it will release earnings results during immediately following the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventClosing Date.
Appears in 1 contract
Samples: Veritone, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Stock or any securities convertible into or exercisable or exchangeable for Stock of its Affiliates’ directorsthe Company issued under Company Stock Plans, officers and employees (C) upon exercise of any warrant or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; conversion of the preferred stock of the Company outstanding as of the date of this Agreement provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall recipient execute and deliver to a lockup agreement for the Representatives a lock-up letter remainder of the Restricted Period in the form of this paragraph for the balance Exhibit B hereto, (D) up to 5% of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing Company’s outstanding shares issued by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily Company in connection with such transfer mergers, acquisitions or distribution (other than commercial or strategic transactions provided that the recipient execute a filing on a Form 5 made after lockup agreement for the expiration amount of the lock-up period), restricted period in the form of Exhibit B hereto and (cE) shares of Stock of the filing by the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction registration statement on Form S-8 or plan (a “Plan”) that satisfies all of successor form thereto relating to a Company Stock Plan described in the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling ShareholderRegistration Statement, the Company or any other person, shall be required, Pricing Disclosure Package and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (Mersana Therapeutics, Inc.)
Clear Market. For a period of 90 75 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any options or other awards (including without limitation restricted stock or restricted stock units), or shares of its stockholdersCommon Stock issued with respect to such options and other awards, partners, members or affiliates (as such term is defined in Rule 501(b) granted under the Securities Act stock-based compensation plans of the Company and its subsidiaries (eachthe “Company Stock Plans”) or otherwise in equity compensation arrangements, an “Affiliate”)in each case as in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, with directors, officers, employees and consultants of the Company and its subsidiaries, (C) the issuance of securities registered pursuant to any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the issuance of Common Stock in connection with the acquisition of the assets of, or a majority of controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such business combination or such acquisition by the Company or any of its Affiliates’ directorssubsidiaries of such entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the aggregate number of shares issued or issuable pursuant to this clause (AD) does not exceed 5% of the number of shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such donee, trustee, distributee or transferee, as the case may be, issuance each recipient of any such securities shall execute and deliver to the Representatives a lock-up letter an agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value Exhibit B hereto and (CE) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Common Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase or other awards (including without limitation restricted stock or restricted stock units) granted under Company Stock Plans or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters in equity compensation arrangements described in Section 8(mclause (B) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Samples: Weight Watchers (Weight Watchers International Inc)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or, except in the case of a registration statement on Form S-8, file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives J.X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesBarclays Capital Inc., in each case other than (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers pursuant to Company Stock Plans, (1iii) any pursuant to currently outstanding options, warrants or rights issued under one of its stockholdersthose plans, partners(iv) pursuant to employee stock purchase plans, members or affiliates (v) upon the conversion of outstanding preferred stock as such term is defined set forth in Rule 501(b) under the Securities Act (eachPricing Disclosure Package, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2vi) the issuance of Shares in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding ordinary shares of the Company following the offering of the Shares and prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall shares to execute and deliver to the Representatives a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made agreement delivered pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 8(p) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventhereof.
Appears in 1 contract
Samples: CaesarStone Sdot-Yam Ltd.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representative, other than the Securities to be sold hereunder. The restrictions described above do not apply to (i) the Securities to be sold hereunder and the delivery of the four Representatives Warrant Shares upon exercise of the Warrants, (ii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan contemplated by clause (v); and (v) pursuant to an acquisition or similar strategic transaction or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or similar transaction or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (v) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Securities pursuant hereto and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) recipient of any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made securities issued pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and this clause (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1v) during the last 17 days of the 90-day restricted period, period described above shall enter into an agreement substantially in the Company issues an earnings release or material news or a material event relating to form of Exhibit B hereto for the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration remainder of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Monte Rosa Therapeutics, Inc.
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers any shares of Stock of the Company issued upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof and described in the Prospectus, (C) the grant of options or the issuance of shares of Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Prospectus, (D) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Prospectus or (E) the sale or issuance of or entry into an agreement to sell or issue shares of Stock or securities convertible into or exercisable or exchangeable for Stock in connection with any (1) any of its stockholdersmergers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisition of securities, businesses, property or other entity controlled assets, (3) joint ventures, (4) strategic alliances or managed by (5) equipment leasing arrangements; provided, that the Selling Shareholder; provided that aggregate number of shares of Stock or securities convertible into or exercisable for Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of the Company’s Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Stock or securities convertible into or exercisable for Stock pursuant to this clause (E) shall execute and deliver a lock-up agreement substantially in the form of Exhibit D hereto. If the Representatives, in their sole discretion, agree to release or waive the Representatives restrictions set forth in a lock-up letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any options or other awards (including without limitation restricted stock, restricted stock units or performance stock units), or shares of Common Stock issued with respect to or in settlement of such options and other awards, granted under Company Stock Plans or otherwise in equity compensation arrangements, in each case as in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, with directors, officers, employees and consultants of the Company and its stockholderssubsidiaries, partners(C) a registration statement on Form S-8, members including amendments thereto, (D) the issuance of Common Stock in connection with the acquisition of the assets of, or affiliates (as a majority or controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such term is defined in Rule 501(b) under business combination or such acquisition by the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of such entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the aggregate number of shares issued or issuable pursuant to this clause (AD) does not exceed 10% of the number of shares of Common Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such donee, trustee, distributee or transferee, as the case may be, issuance each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit C hereto and (E) any shares of Common Stock issued upon the exercise of or in settlement of options or other awards (including without limitation restricted stock, restricted stock units, performance stock units or equity appreciation rights) granted under Company Stock Plans or otherwise in equity compensation arrangements described in clause (B) above. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof for an officer or director of the Company and provide the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Acushnet Holdings Corp.
Clear Market. For a period of 90 days after the date of the initial public offering of Prospectus (the Shares“Restricted Period”), the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives JPM, Cxxxx and (y) the prior written notice to the other RepresentativesLeerink Partners, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided each newly appointed director or executive officer that is a recipient of such securities during the Restricted Period enter into a lock up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of a Company Stock Plan, in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) each newly appointed director or executive officer that is a recipient of such donee, trustee, distributee shares of Stock or transferee, as securities during the case may be, Restricted Period shall execute and deliver to the Representatives enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) the balance issuance of shares of Stock pursuant to the Axxxx Asset Purchase Agreement; (iv) the issuance of up to 7.5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, collaborations or other similar strategic transactions, provided that such recipients enter into a lock-up periodagreement with the Underwriters substantially in the form of Exhibit A hereto, provided, however, that shares of Stock issued pursuant to this clause (Biv) shall not be deemed to include shares of Stock issued pursuant to the Axxxx Asset Purchase Agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the filing of any resale registration statement on Form S-3 registering, on behalf of the selling stockholders named therein, the resale of shares of Stock issued by the Company pursuant to that certain Stock Issuance Agreement by and between the Company and Zentalis Pharmaceuticals, Inc., dated as of January 5, 2024, and pursuant to the Axxxx Asset Purchase Agreement; or (vii) facilitating the establishment of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange Act (each such plan, a “Trading Plan”) for the transfer of shares of Stock; provided, that (1) such Trading Plans do not provide for the transfer shall not involve a disposition for value of shares of Stock during the Restricted Period and (C2) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or announcement shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Trading Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Letter Agreement (Immunome Inc.)
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representatives, other than (A) grants of employee stock options or other equity-based awards pursuant to the terms of a plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) issuances of Stock pursuant to the exercise of such options or other equity-based awards, (C) issuances of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of options, in each case outstanding on the date hereof, (D) the issuance of the four Representatives Shares, (E) the entry into any agreement providing for the issuance by the Company of Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, intellectual property or other assets of any person or entity or pursuant to an employee benefit plan assumed by the Company in connection with any such acquisition, and the issuance of any Stock pursuant to any such agreement or (y) the prior written notice entry into any agreement relating to a joint venture, licensing transaction, collaboration or other strategic transaction; provided, that the other Representativesaggregate number Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) may not exceed 5.0% of the total outstanding shares of capital stock of the Company immediately following the completion of the transactions contemplated by this Agreement; and provided in the case of clauses (B), in each case other than (aC) and (E), the Shares recipients of such Stock agree to be sold bound by a lockup letter in the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ form executed by directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made stockholders pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 6(m) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventhereof.
Appears in 1 contract
Samples: MyoKardia Inc
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dD) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (E) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (D) and (E), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the 1933 Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options granted under Company Stock Plans and referred to purchase in the General Disclosure Package and Prospectus and (C) any issuance of shares of Common Stock as consideration for the acquisition by the Company or (ii) its Subsidiaries from a third party of assets or equity interests of any other entity which would, after giving effect to effect the cashless exercise acquisition of options to purchase Stocksuch equity interests, be a Subsidiary of the Company; provided that such dispositions shall only the aggregate number of shares to be permitted with respect issued in an acquisition pursuant to options that would otherwise terminate or expire prior to the expiration this clause (C) does not exceed 5% of the lock-outstanding Common Stock of the Company as of the date hereof and provided further, that any transferee of shares of Common Stock pursuant to this clause (C) signs a lock up agreement for the balance of the restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any options or other awards (including without limitation restricted stock or restricted stock units), or shares of Common Stock issued with respect to such options and other awards, granted under Company Stock Plans or otherwise in equity compensation arrangements, in each case as in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, with directors, officers employees and consultants of the Company and its stockholderssubsidiaries, partners(C) the issuance of securities registered pursuant to any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Registration Statement, members the Pricing Disclosure Package and the Prospectus, (D) the issuance of Common Stock in connection with the acquisition of the assets of, or affiliates (as a majority of controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such term is defined in Rule 501(b) under business combination or such acquisition by the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of such entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the aggregate number of shares issued or issuable pursuant to this clause (AD) does not exceed 10% of the number of shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such donee, trustee, distributee or transferee, as the case may be, issuance each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit D hereto, (E) any shares of Common Stock issued upon the exercise of options or other awards (including without limitation restricted stock or restricted stock units) granted under Company Stock Plans or otherwise in equity compensation arrangements described in clause (B) above and (F) any Stock issued by the Company and allocated to its employees through the LOYAL3 platform as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof for an officer or director of the Company or a Selling Stockholder and provide the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Blue Buffalo Pet Products, Inc.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representatives, other than (A) any options or other awards (including without limitation restricted stock or restricted stock units), or shares of the four Representatives Common Stock issued with respect to such options and (y) the prior written notice to the other Representativesawards, granted under Company stock plans or otherwise in equity compensation arrangements, in each case other than as in effect on the date hereof, with directors, officers employees and consultants of the Company and its subsidiaries, (aB) the Shares issuance of securities registered pursuant to be sold any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Prospectus or (C) the issuance of Common Stock in connection with the acquisition of 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 Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of such entity; provided, officers however, (1) the aggregate number of shares issued pursuant to clause (C) above, considered individually and employees together with all such previous acquisitions or (2) to any investment fund joint ventures, if any, announced during the 90-day restricted period shall not exceed 10.0% of the Common Stock issued and outstanding as of the date of such acquisition agreement or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transfereejoint venture agreement, as the case may be, and (2) that prior to the issuance of such shares pursuant to clauses (A) and (B), in each case, if upon the receipt of such shares the recipient would be required to make a filing under the Securities Exchange Act of 1934, each recipient of such shares shall execute and deliver to the Representatives a lock-up lockup letter substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Nielsen Holdings N.V.
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, other than grants of options or file with restricted stock units pursuant to the Commission a registration statement under Company Stock Plans disclosed in the Securities Act with respect to any of the foregoing, Prospectus or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) hereunder and any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued (x) upon the Selling Shareholder on exercise of options or settlement of restricted stock units granted under the open market following this offering if and only if no filing by any party under Section 16 Company Stock Plans disclosed in the Prospectus or upon the exercise of warrants disclosed in the Exchange Act Prospectus or other report or filing shall be required or shall be made voluntarily (y) in connection with such sale a transaction with an unaffiliated third party that includes a bona fide commercial relationship (other than a filing on a Form 5 made including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise), provided that the aggregate number of shares issued pursuant to this clause (y) during the period of 60 days after the expiration date of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all Prospectus shall not exceed ten percent of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions total number of shares of Stock to outstanding immediately following the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance and sale of the lock-up period. Notwithstanding the foregoingUnderwritten Shares (and, if (1applicable, Option Shares) pursuant hereto and provided further that the recipient of any such shares of Stock issued during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person described above shall be subject to the 90-day lock-up period pursuant to the lock-up letters restrictions described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy Exhibit A for the remainder of such notice delivered to Cravath, Swaine & Xxxxx LLP) restricted period and then, upon notice by two shall enter into an agreement substantially in the form of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: Melinta Therapeutics, Inc. /New/
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise or settlement of options granted under Company Stock Plans or issued pursuant to an employee stock purchase plan in effect on the date hereof, (B) the grant by the Selling Shareholder Company of awards under Company Stock Plans in effect on the open market following this offering if and only if no date hereof, (C) the filing by any party under Section 16 of the Exchange Act a registration statement on Form S-8 (or other report or filing shall be required or shall be made voluntarily equivalent forms) in connection with such sale (other than a filing on a Form 5 made after the expiration an employee stock compensation plan or agreement of the lock-up period)Company in effect on the date hereof, (dD) the establishment issuance of any contract, instruction shares of Stock or plan other securities (a “Plan”including securities convertible into shares of Stock) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition, or (E) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (D) and (E), the aggregate number of shares issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 10% of the outstanding common stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters letter described in Section 8(m) hereof for an officer or director of the Company and provides the Company with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives to release or waiver, the Company prior agrees to announce the expiration impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: CDW Corp
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholdersStock of the Company issued upon the exercise of options granted under Company Stock Plans, partners(C) the grant or issuance by the Company or employee, members consultant or affiliates director stock options under any Company Stock Plan in existence at the time of this Agreement, (as D) the issuance of securities in connection with the acquisition by the Company of the securities, business, property or other assets of another person or entity, or pursuant to any employee benefit plans assumed by the Company in connection with any such term is defined in Rule 501(b) under acquisition, provided that such issuance shall not exceed 10% of the Securities Act (each, an “Affiliate”)) or any outstanding shares of its Affiliates’ directors, officers and employees Common Stock outstanding immediately prior to the consummation of the offering of the Underwritten Shares or (2E) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that, prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Representatives a lockLock-up letter Agreement in substantially the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, in each case, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesX. X. Xxxxxx Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder on exercise of options granted under any Company Stock Plan or pursuant to the open market following this offering if and only if no filing by any party under Section 16 exercise or vesting of securities of the Exchange Act Company on a “cashless” or other report or filing shall be required or shall be made voluntarily “net exercise” basis and/or to cover any tax withholding obligations of the applicable holder of such securities in connection with such sale exercise or vesting under any Company Stock Plan, (C) any options and other than a filing on a Form 5 made after awards granted by the expiration Company under any Company Stock Plan, or (D) up to 5% of the lock-outstanding shares of Stock or other securities equivalent to up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all to 5% of the requirements outstanding shares of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing Stock issued in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, any acquisition by the Selling Shareholder, the Company or any other personof its subsidiaries of substantially all of the assets of another entity or not less than a majority or a controlling portion of the equity interests of another entity, shall provided that, in the case of this sub-clause (D), each transferee agrees to be required, and no such announcement or filing is made voluntarily, bound in writing by the Selling Shareholder, restrictions set forth in the Company or any other person, prior to the expiration form of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.agreement attached hereto as Exhibit A.
Appears in 1 contract
Samples: Shiloh Industries Inc
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or, except in the case of a registration statement on Form S-8, file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationSecurities, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesSecurities or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Securities or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, in each case other than (ai) pursuant to Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) pursuant to currently outstanding options, warrants or rights issued under one of those plans, (iii) pursuant to employee stock purchase plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (iv) the issuance of Shares to be sold in connection with the acquisition by the Selling Shareholder hereunderCompany of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (b) transfers to (1) any iv), the aggregate number of its stockholders, partners, members or affiliates (as shares issued in all such term is defined in Rule 501(b) under acquisitions and transactions does not exceed 10% of the Securities Act (each, an “Affiliate”)) or any outstanding ordinary shares of its Affiliates’ directors, officers the Company immediately following the offering of the Shares and employees or (2) prior to any investment fund or other entity controlled or managed by issuance the Selling Shareholder; provided that (A) Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall shares to execute and deliver to the Representatives a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan agreement attached hereto as Exhibit A (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventUp Agreement”).
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two the Representative, other than (A) any options or other awards (including without limitation restricted stock or restricted stock units), or shares of the four Representatives Common Stock issued with respect to such options and (y) the prior written notice to the other Representativesawards, granted under Company stock plans or otherwise in equity compensation arrangements, in each case other than as in effect on the date hereof, with directors, officers employees and consultants of the Company and its subsidiaries, (aB) the Shares issuance of securities registered pursuant to be sold any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Prospectus or (C) the issuance of Common Stock in connection with the acquisition of 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 Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of such entity; provided, officers however, (1) the aggregate number of shares issued pursuant to clause (C) above, considered individually and employees together with all such previous acquisitions or (2) to any investment fund joint ventures, if any, announced during the 90-day restricted period shall not exceed 10.0% of the Common Stock issued and outstanding as of the date of such acquisition agreement or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transfereejoint venture agreement, as the case may be, and (2) that prior to the issuance of such shares pursuant to clauses (A) and (B), in each case, if upon the receipt of such shares the recipient would be required to make a filing under the Securities Exchange Act of 1934, each recipient of such shares shall execute and deliver to the Representatives Representative a lock-up lockup letter substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Nielsen Holdings N.V.
Clear Market. For a period of 90 60 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesUnderwriter, in each case other than (aA) the Shares to be sold hereunder or in the Stock Repurchase Agreement by the Selling Shareholder hereunderStockholders, as applicable, (b) transfers to (1B) any shares of its stockholdersStock of the Company issued upon the exercise of options or pursuant to other awards granted under Company Stock Plans, partners(C) options, members awards of restricted stock and restricted stock units or affiliates the issuance of shares of Common Stock granted to employees or directors or consultants by the Company in the ordinary course of business or pursuant to any of the Company’s Stock Plans existing on the date of this Agreement and described in the Registration Statement, (D) any securities of the Company issued upon the conversion, swap or exchange of convertible notes outstanding as such term is defined of the date hereof and described in Rule 501(bthe Registration Statement or (E) under the Securities Act (eachshares of Common Stock issued in connection with the acquisition of the assets of, an “Affiliate”)) 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 Affiliates’ directorssubsidiaries of such entity; provided, officers however, the aggregate number of shares issued pursuant to clause (E) above, considered individually and employees together with all such previous acquisitions or (2) to any investment fund joint ventures, if any, announced during the 60-day restricted period shall not exceed 5.0% of the Common Stock issued and outstanding on a fully diluted basis as of the date of such acquisition agreement or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transfereejoint venture agreement, as the case may be; and provided, further, that in the case of clause (E), each recipient of such shares of Common Stock shall execute and deliver a “lock-up” agreement to the Representatives a lock-up letter Underwriter in substantially the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily set forth in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventExhibit A hereto.
Appears in 1 contract
Samples: Fox Factory Holding Corp
Clear Market. For a period of 90 180 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Partnership will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement (other than any shares of Stock registration statement on Form S-8 to register Common Units issued or available for future grant under the Ares 2014 Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Ares Equity Incentive Plan”)) under the Securities Act relating to, any Common Units or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Units, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives X. X. Xxxxxx Securities LLC and (y) the prior written notice to the other RepresentativesXxxxxxx Lynch, in each case Pierce, Xxxxxx & Xxxxx Incorporated, other than (ai) the Shares Units to be sold by the Selling Shareholder hereunder, (bii) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Prospectus, (iii) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to the Ares Equity Incentive Plan, (iv) transfers of Common Units as required by the Reorganization, (v) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with the Ares Equity Incentive Plan, and (vi) the issuance of up to ten percent (110%) any of its stockholdersthe Common Units outstanding after this offering (assuming all Ares Operating Group Partnership Units have been exchanged for Common Units), partnersor securities convertible into or exercisable or exchangeable for Common Units in connection with mergers or acquisitions, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachjoint ventures, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund commercial relationships or other entity controlled or managed by the Selling Shareholderstrategic transactions; provided that that, the acquiree of any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (Avi) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter enters into an agreement in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted Exhibit C hereto with respect to options that would otherwise terminate such Common Units or expire prior to securities convertible into or exercisable or exchangeable for Common Units. For a period of 180 days after the expiration date of the lock-Prospectus, no Ares Entity will waive, modify or amend any transfer restrictions (including lock up periodprovisions) relating to any Ares Operating Group Units or Common Units contained in any agreements with holders thereof, without the written consent of X. X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated. Notwithstanding the foregoingIf X. X. Xxxxxx Securities LLC and Xxxxxxx Lynch, if (1) during the last 17 days of the 90-day restricted periodXxxxxx, the Company issues an earnings Xxxxxx & Xxxxx Incorporated, in their sole discretion, agree to release or material news or a material event relating to waive the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the restrictions set forth in lock-up letters described in Section 8(m8(o) hereof for an officer or director of the General Partner and provide the Partnership with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two the impending release or waiver at least three business days before the effective date of the four Representatives release or waiver substantially in the form of Exhibit A hereto, the Partnership agrees to announce the Company prior to impending release or waiver by a press release substantially in the expiration form of Exhibit B hereto through a major news service at least two business days before the effective date of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Clear Market. For a period of 90 days after the date of the initial public offering of the SharesProspectus, the Selling Shareholder Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other RepresentativesRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder on the open market following this offering if exercise of options granted under Company Stock Plans, (C) any new compensatory grants made under Company Stock Plans and only if no filing by any party under Section 16 (D) offer, sale and issuance of the Exchange Act or other report or filing shall be required or shall be made voluntarily securities in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity (including pursuant to any employee benefit plan assumed by the Selling ShareholderCompany in connection with any such acquisition), provided that the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock issued in all such acquisitions during such 90-day restricted period does not exceed 10% of the outstanding Stock immediately following the offering of the Shares, and prior to any such issuance, the Company shall cause each recipient of such securities to execute and deliver to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the Representative a “lock-up periodup” agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days Company may contract to sell and disclose the intention to issue shares of Stock in connection with any acquisition by the Company or any of its subsidiaries of the 90-day restricted periodsecurities, businesses, properties or other assets of another person or entity (including pursuant to any employee benefit plan assumed by the Company issues an earnings release or material news or a material event relating to in connection with any such acquisition); provided that no shares of Stock in excess of the Company occurs; or 10% limitation specified in clause (2D) above are issued prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Costar Group Inc
Clear Market. For a During the period of 90 days after beginning from the date hereof and continuing to and including the 60th day following the date of the initial public offering Prospectus, the Issuer will not, without the prior written consent of the SharesRepresentative, the Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares securities of Stock the Issuer that are substantially similar to the Securities, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Stock (including without limitationthat represent the right to receive, Stock Ordinary Shares or any such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option substantially similar securities, or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesOrdinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise or otherwise, other than (iiiv) make any demand for or exercise any right with respect the Securities to be sold hereunder, (w) pursuant to the registration of any issuance of the Lock-up SecuritiesMandatory Convertible Preferred Shares in the Mandatory Convertible Preferred Shares Offering, without both any Ordinary Shares issued upon conversion thereof or any Ordinary Shares issuable as dividends on the Mandatory Convertible Preferred Shares, (x) the prior written consent issuance of two up to 5% of the four Representatives and (y) outstanding Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares, immediately following the prior written notice to the other RepresentativesClosing Date, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives recipients enter into a lock-up letter in agreement with the form Underwriters, (y) pursuant to employee compensation plans existing on, or upon the vesting, conversion or exchange of convertible or exchangeable securities, RSUs, options or restricted stock outstanding as of, the date of this paragraph for Agreement or (z) the balance filing of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act registration statement on Form S-8 or other public report or filing shall be appropriate forms as required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if Securities Act, and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily amendments to such forms, in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment respect of any contract, instruction Ordinary Shares or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made options issued pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventy).
Appears in 1 contract
Samples: Underwriting Agreement (Aptiv PLC)
