Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen (15) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Avinger Inc), Underwriting Agreement (Avinger Inc)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8an amendment to the Registration Statement; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunderhereunder or the issuance of shares of Common Stock upon the exercise of the Pre-Funded Warrants, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or conversion price of such securities or to extend the term of such securities other outstanding convertible security are not thereafter amendedthan, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, Period or (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the issuance by disinterested directors of the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationshipCompany, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Periodprohibition period in Section 3.19 herein, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Scorpius Holdings, Inc.), Underwriting Agreement (Scorpius Holdings, Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen one hundred eighty (15180) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-4 or S-8S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 section shall not apply to (i) the shares of Common Stock Public Securities and the Representative’s Warrant to be sold hereunder, ; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, which is hereof and disclosed in the Registration StatementStatement and the Pricing Disclosure Package, Disclosure Package and Prospectus, which terms may not be amended during the terms of which option, warrant or other outstanding convertible security are not thereafter amendedLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by Company disclosed in the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awardsPricing Prospectus, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition mergers, acquisitions, joint ventures, licensing arrangements or a strategic relationshipany other similar non-capital raising transactions, provided that which securities are “restricted securities” under the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.
Appears in 2 contracts
Samples: Underwriting Agreement (Creatd, Inc.), Underwriting Agreement (Jerrick Media Holdings, Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen (15) 180 days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than (1) pursuant to a registration statement on Form S-4 S-8 for employee benefit plans or S-8(2) in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2014, by and between the Company and MG Partners II Ltd); or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 section shall not apply to (i) the shares of Common Stock, Warrants or shares of Common Stock underlying the Warrants to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is provided such security was disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amendedPackage, (iii) the issuance by the Company of stock optionsoptions or shares of capital stock of the Company under any stockholder approved equity compensation plan of the Company, or (iv) any shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stockor exchangeable for shares of capital stock of the Company issued pursuant to one or more strategic collaborations, in connection with an acquisition licensing transactions or a strategic relationshipbusiness, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodproduct or technology acquisitions.
Appears in 2 contracts
Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not not, for a period of fifteen sixty (1560) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or senior credit facility with a traditional bank or other lending institution; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) ), or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, Public Securities; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security security, in each case outstanding on the date hereof, which is provided that such options, warrants, securities are disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and Prospectushave not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the terms term of which option, warrant or other outstanding convertible security are not thereafter amendedsuch securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations issued as part of the purchase price in connection with the vesting acquisitions or exercise of such awardsstrategic transactions, or (iv) the issuance by the Company of any shares of Common StockStock or standard options to purchase Common Stock to directors, officers or securities convertible into or exercisable into Common Stock, employees of the Company in connection with their capacity as such pursuant to an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodApproved Stock Plan (as defined below).
Appears in 2 contracts
Samples: Underwriting Agreement (Bone Biologics Corp), Underwriting Agreement (Bone Biologics Corp)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen forty five (1545) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 2 contracts
Samples: Underwriting Agreement (Cel Sci Corp), Underwriting Agreement (Cel Sci Corp)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen sixty (1560) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, ; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amended, conversion price of such securities or to extend the term of such securities; (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, ; or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition mergers, acquisitions, joint ventures, licensing arrangements or a strategic relationship, provided that any other similar non-capital raising transactions approved by the underlying shares shall be restricted from sale during independent members of the entire Lock-Up PeriodCompany’s Board of Directors.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or Form S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, excluding the adjustment in the exercise price to $1.00 as a result of the Offering for the warrants issued to Acuitas Group Holdings, LLC, pursuant to the terms of which optionthe Securities Purchase Agreement, warrant or other outstanding convertible security are not thereafter amendeddated July 15, 2022, between the Company and Acuitas Group Holdings, LLC, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of restricted shares of Common Stock, or securities convertible into or exercisable into Common Stock, Stock in connection with an acquisition mergers, acquisitions or a strategic relationshipjoint ventures, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (v) the issuance by the Company of restricted shares of Common Stock to consultants in the Company’s ordinary course of business and not for capital raising transactions and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock and the Placement Agent’s Warrant to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided thatthat any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with respect to securities acquired by the officers and directors business of the Company identified and shall provide to the Company additional benefits in Schedule 3 heretoaddition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that in each of (ii), (iii) and (iiiiv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (Ampio Pharmaceuticals, Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers Company and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by of securities pursuant to a bona fide merger, consolidation, acquisition of securities, businesses, property or other assets, joint venture, collaboration, licensing or strategic alliances or other similar transactions, not primarily for the Company purposes of raising capital, and providing that the aggregate number of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that shall not exceed 5% of the underlying shares shall be restricted from sale during total number of Public Securities issued and outstanding immediately following the entire Lock-Up Periodcompletion of the transactions contemplated by this Agreement.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 S- 4 or Form S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, excluding the adjustment in the exercise price to $1.53 as a result of the Offering for the warrants issued to Acuitas Group Holdings, LLC, pursuant to the terms of which optionthe Securities Purchase Agreement, warrant or other outstanding convertible security are not thereafter amendeddated July 15, 2022, between the Company and Acuitas Group Holdings, LLC, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of restricted shares of Common Stock, or securities convertible into or exercisable into Common Stock, Stock in connection with an acquisition mergers, acquisitions or a strategic relationshipjoint ventures, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (v) the issuance by the Company of restricted shares of Common Stock to consultants in the Company’s ordinary course of business and not for capital raising transactions and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a not, during the period commencing on the date hereof and ending on the date that is the earlier of fifteen (15a) forty-five (45) days after the date of this Agreement or (b) the date on which the closing price of the Company’s Common Stock on the Exchange is at or above 300% of the public offering price per Firm Share (subject to adjustments for stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations or similar transactions after the date of this Agreement) (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or senior credit facility with a traditional bank or other lending institution; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Firm Shares, the, the Pre-funded Warrant Shares or the Common Stock Warrant Shares to be sold hereunder, ; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant (including the Pre-funded Warrants and the Common Warrants), the vesting of restricted stock units, performance stock units or deferred stock units, conversion of convertible notes or the exchange or conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities (in ease case, other than in connection with stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events occurring after the date hereof), provided, further, that it is understood that such securities will not be deemed to have been amended if the terms of which optionsuch securities are automatically changed in accordance with their terms as such terms exist on the date of this Agreement, warrant or other outstanding convertible security are not thereafter amended, such as a decrease in their exercise price due to an anti-dilution provision; (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any stock, equity or option, compensation plan, employee stock purchase plan, employee benefit plan or other compensation plans of the Company; (iv) the issuance of shares of Common Stock or other securities issued to a third party in connection with a bona fide commercial relationship (including strategic partnerships, joint ventures, marketing or distribution arrangements, collaboration agreements or acquisition or license of any business products, technology or intellectual property) or any bona fide acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that such shares of Common Stock are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 3.17; (v) the filing of any registration statement on Form S-4 or Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company referred to in clause (iii); (vi) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided thatthat such shares of Common Stock are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 3.17; (vii) issuances of shares of Common Stock or warrants to purchase shares of Common Stock to consultants, with respect advisors or vendors of the Company, provided that such shares of Common Stock are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 3.1; (viii) the filing of a new shelf registration statement on Form S-3 and any amendment or supplements thereto, provided that such filing is submitted to securities acquired the Commission no earlier than twenty (20) days after the pricing of the Offering; and (ix) issuances of shares of Common Stock pursuant to that certain convertible promissory note, dated November 23, 2021, in the original principal amount of $22,000,000 issued by the officers and directors Company in favor of Lxxx Global Asset Management V, LLC (as subsequently amended, the “Lxxx Note”), including, but not limited to, the issuance of shares of Common Stock upon conversion of the Company identified in Schedule 3 heretoLxxx Note and as payment of outstanding principal or accrued interest on the Lxxx Note, provided that no term or condition of the Lxxx Note can be amended during the Lock-Up Period; provided further that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
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Company Lock Up Agreements. 3.18.1. Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen (15) 90 days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock capital of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18.1 shall not apply to (i) the shares Shares of Common Stock the Company to be sold hereunder, (ii) the issuance by Common Stock of the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company options or other awards Common Stock under any equity compensation plan of the Company, provided that(iv) any issuance of securities disclosed in the Registration Statement, with respect the Pricing Disclosure Package or the Prospectus, (v) the filing of a Registration Statement on Form S-8 or any successor form thereto, and (vi) securities issued pursuant to securities acquired acquisitions or strategic transactions approved by a majority of the officers and disinterested directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationshipCompany, provided that any such issuance shall only be to a person or entity (or to the underlying shares equity-holders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall be restricted from sale during provide to the entire Lock-Up Period.Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities..
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “"Lock-Up Period”"), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement Registration Statement on Form S-4 or S-8); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (KWESST Micro Systems Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “Lock-Up Period”), (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 in the capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of in the capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of in the capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of in the capital stock of the Company other than Company, except for a registration statement Registration Statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares in the capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of in the capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of in the capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified that in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (BriaCell Therapeutics Corp.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen sixty (1560) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 S- 4 or Form S-8; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of restricted shares of Common Stock, or securities convertible into or exercisable into Common Stock, Stock in connection with an acquisition mergers, acquisitions or a strategic relationshipjoint ventures, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (v) the issuance by the Company of restricted shares of Common Stock to consultants in the Company’s ordinary course of business and not for capital raising transactions and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen (15) days 3 months after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock Public Securities to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8an amendment to the Registration Statement; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunderhereunder or the issuance of shares of Common Stock upon the exercise of the Pre-Funded Warrants or Common Warrants, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or conversion price of such securities or to extend the term of such securities other outstanding convertible security are not thereafter amendedthan in connection with stock splits, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, Period or (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the issuance by disinterested directors of the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationshipCompany, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Periodprohibition period in Section 3.19 herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen (15) 45 days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The None of the restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amendedthe Representative has been advised in writing, (iii) shares of Common Stock issued by Company pursuant to an employee benefit plan registered on Form S-8 of the issuance Company, or (iv) any shares of Common Stock issued by or to be issued by the Company under that certain common stock purchase agreement dated December 18, 2015 between the Company and Aspire Capital Fund, LLC; provided that, prior to the issuance of any such stock options, options or shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of clause (ii) and (iii) above, above that vest within the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or each recipient thereof shall sign and deliver a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up PeriodAgreement.
Appears in 1 contract
Samples: Underwriting Agreement (Ritter Pharmaceuticals Inc)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen one hundred eighty (15180) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-4 or S-8S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 section shall not apply to (i) the shares of Common Stock Public Securities and the Representative’s Securities to be sold hereunder, ; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, which is hereof and disclosed in the Registration Statement, Disclosure Package Statement and the Pricing Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by Company disclosed in the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awardsPricing Prospectus, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition mergers, acquisitions, joint ventures, licensing arrangements or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lockany other similar non-Up Periodcapital raising transactions.
Appears in 1 contract
Samples: Underwriting Agreement (HUI YING FINANCIAL HOLDINGS Corp)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, or (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan or officer and director stock purchase plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto3, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying nderlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.17 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers Company and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by of securities pursuant to a bona fide merger, consolidation, acquisition of securities, businesses, property or other assets, joint venture, collaboration, licensing or strategic alliances or other similar transactions, not primarily for the Company purposes of raising capital, and providing that the aggregate number of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that shall not exceed 5% of the underlying shares shall be restricted from sale during total number of Public Securities issued and outstanding immediately following the entire Lock-Up Periodcompletion of the transactions contemplated by this Agreement.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen (15) 15 trading days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany in a public offering registered or otherwise qualified with the Commission (a “Registered Offering”); (ii) 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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company in a transaction that is not a Registered Offering for a consideration per share or involving a price per share for which one share of Common Stock is at any time issuable upon the exercise of any such option or upon conversion, exercise or exchange of any such right or warrant or otherwise pursuant to the terms thereof is less than the Firm Share offering price in the Offering; (iii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iiiiv) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (ivv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii), (iv) or (ivv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Torchlight Energy Resources Inc)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen sixty (1560) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Avinger Inc)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.22 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen three (153) days months after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package Package, and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “"Lock-Up Period”"), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement Registration Statement on Form S-4 or S-8); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option option, or contract to purchase, purchase any option option, or contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) ), or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) Securities and the shares of Underlying Common Stock to be sold hereunderShares, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package Package, and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price, or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company Company, or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (BriaCell Therapeutics Corp.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period, or (v) the issuance of securities in exchange for contingent value rights granted under the Company’s contingent value rights agreement, provided that such securities will be subject to the Lock-Up Agreements.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agents, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided thatthat any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with respect to securities acquired by the officers and directors business of the Company identified and shall provide to the Company additional benefits in Schedule 3 heretoaddition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that in each of (ii), (iii) and (iiiiv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not not, for a period of fifteen one hundred eighty (15180) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-4 or S-8S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 section shall not apply to (i) the shares of Common Stock Public Securities and the Representative’s Purchase Option to be sold hereunder, ; (ii) the issuance by the Company of shares of Common Stock upon the exercise of a an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof, which is hereof and disclosed in the Registration StatementStatement and the Pricing Disclosure Package, Disclosure Package and Prospectus, which terms may not be amended during the terms of which option, warrant or other outstanding convertible security are not thereafter amendedLock-Up Period, (iii) the issuance grant by the Company of stock optionsoptions or other stock-based awards, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by Company disclosed in the officers and directors of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awardsPricing Prospectus, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition mergers, acquisitions, joint ventures, licensing arrangements or a strategic relationshipany other similar non-capital raising transactions, provided that which securities are “restricted securities” under the underlying shares shall be restricted from sale during the entire Lock-Up PeriodSecurities Act and are not covered by any registration rights.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “"Lock-Up Period”"), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement Registration Statement on Form S-4 or S-8); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (KWESST Micro Systems Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8an amendment to the Registration Statement; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunderhereunder or the issuance of shares of Common Stock upon the exercise of the Pre-Funded Warrants or Common Warrants, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or conversion price of such securities or to extend the term of such securities other outstanding convertible security are not thereafter amendedthan with respect to the warrants issued in the Company’s initial public offering and other than in connection with stock splits, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, Period or (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the issuance by disinterested directors of the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationshipCompany, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Periodprohibition period in Section 3.19 herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen forty-five (1545) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, including the Common Stock underlying the Pre Funded Warrants, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen three (153) days months after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.19 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “"Lock-Up Period”"), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement Registration Statement on Form S-4 or S-8); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
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Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen thirty (1530) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by that in the officers and directors case of the Company identified in Schedule 3 hereto, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than Period unless (solely in the sale case of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of (ii) above) such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodsubject of an effective registration statement under the Securities Act.
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Company Lock Up Agreements. 3.18.1. Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen (15) days after not, during the date of this Agreement (the “Lock-Up Period”Period (as defined herein), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.18.1 shall not apply to (i) the shares Shares of Common Stock the Company to be sold hereunder, (ii) the issuance of Common Stock by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is (iii) the grant or issuance by the Company of options or Common Stock under any employee benefit plans, qualified stock option plans or equity compensation plans of the Company, (iv) any issuance of securities disclosed in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, (v) the terms filing of which optiona Registration Statement on Form S-4 or Form S-8 or any successor form thereto, warrant (vi) an “at-the-market” transaction involving an offer to sell, sale, contract to sell, grant of any option to sell or other outstanding convertible security are not thereafter amended, (iii) the issuance by the Company disposition of stock options, shares of capital stock of the Company or other awards under any equity compensation plan securities convertible into or exercisable or exchangeable for shares of capital stock of the Company with the Representative and (vii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided thatthat any such issuance shall only be to a person or entity (or to the equity-holders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with respect to securities acquired by the officers and directors business of the Company identified and shall provide to the Company additional benefits in Schedule 3 heretoaddition to the investment of funds, but shall not include a transaction in each which the Company is issuing securities primarily for the purpose of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire raising capital or to an entity whose primary business is investing in securities. “Lock-Up Period, other than ” means a period of sixty (60) days after the sale date of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Periodthis Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (KULR Technology Group, Inc.)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8; or (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, the terms of which option, warrant or other outstanding convertible security are not thereafter amended, or (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto3, in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Avinger Inc)
Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not for a period of fifteen ninety (1590) days after the date of this Agreement (the “Lock-Up Period”), (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or S-8Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.14 3.20 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the terms date of which optionthis Agreement to increase the number of such securities or to decrease the exercise price, warrant exchange price or other outstanding convertible security are not thereafter amendedconversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that, with respect to securities acquired by the officers and directors of the Company identified in Schedule 3 hereto, that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, other than the sale of any shares of Common Stock to cover tax obligations in connection with the vesting or exercise of such awards, or (iv) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable into Common Stock, in connection with an acquisition or a strategic relationship, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
