Common Stock Lockup Sample Clauses

Common Stock Lockup. 1. Seller or its shareholders, as applicable, and Grant shall not, prior to the date that is six (6) full calendar months following the Closing Date (the “Lockup Period”), (i) lend; 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 of the LMP Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the LMP Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10(g)(1) do not apply to the transfer of any of the LMP Common Stock to any trust for the direct or indirect benefit of Seller or its shareholders, as applicable, or Grant or the immediate family of Seller or its shareholders, as applicable, or Grant, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value.
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Common Stock Lockup. (a) Subject to the Company’s compliance with its obligations under this Agreement, and except as may be otherwise provided in the Registration and Exchange Rights Agreement, PNC shall not, without the Company’s prior written consent, sell, transfer, otherwise dispose of or enter into any hedge with respect to any of the shares of Common Stock until such time as the Company shall have filed, and the SEC shall have declared effective, a registration statement with respect to the resale of such shares as contemplated by the Registration and Exchange Rights Agreement. From and after such time as such a registration statement shall have become effective, PNC may (i) enter into xxxxxx with respect to all or a portion of its Common Stock and (ii) from time to time sell shares of Common Stock, either (A) in a registered public offering using an underwriter or underwriters approved by the Company (such approval not to be unreasonably withheld or delayed), or (B) in open market transactions, subject to a daily limit equal to 20% of the 30-day trailing average daily trading volume of the Common Stock on the NASDAQ; provided that until the Blackout Release Date, such xxxxxx or sales shall be subject to customary blackout periods applicable to the Company’s officers and directors. The Company shall apprise PNC with respect to the timing of any blackout periods until the Blackout Release Date. Notwithstanding the foregoing, PNC may sell, transfer or otherwise dispose any or all of such shares of Common Stock by tendering such securities pursuant to any tender offer or exchange offer commenced by any third party that has not been solicited, directly or indirectly, by PNC or any of its Affiliates or in connection with any merger or consolidation to which the Company is a party or pursuant to a plan of liquidation of the Company.
Sample 1
Common Stock Lockup. The Paradigm Entities and each Other Stockholder hereby agree for a period of 180 days after the date of this Agreement (the "LOCK-UP PERIOD") that each of them will not Transfer any shares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock now owned or hereafter acquired directly by such Person or with respect to which such Person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners, members or stockholders of such Person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, or (iii) Transfers of Preferred Stock in compliance with this Agreement. The foregoing restriction has been expressly agreed to by each Other Stockholder so as to preclude such Other Stockholder from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Transfer of Common Stock during the Lock-up Period, even if such Common Stock would be Transferred by someone other than such Other Stockholder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Common Stock or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from the Common Stock. Each Other Stockholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the Transfer of Common Stock held by such Other Stockholder except in compliance with the foregoing restrictions.
Sample 1

Related to Common Stock Lockup

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Common Stock Dividends If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in Shares, or make any other distribution with respect to Common Stock in Shares, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of Shares outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of Shares outstanding immediately after such dividend or distribution. This paragraph shall apply only if and to the extent that, at the time of such event, this Warrant is then exercisable for Common Stock.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Registration of Shares of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Common Stock Equivalents In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents for Common Stock exchangeable for Rights, at the initial rate of one share of Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Common Stock pursuant to the Company's Certificate of Incorporation, so that the share of Common Stock Equivalent delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

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