Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (u) the sale of the Securities as contemplated by this Agreement, (v) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.)

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Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus this Agreement (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock 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-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except, . The restrictions contained in each case, for this section shall not apply to (ui) the sale of the Public Securities as contemplated by this Agreement, (v) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, Underwriter’s Warrants and shares underlying the Warrants or the Underwriter’s Warrants to be sold hereunder; (wii) the issuance by the Company of shares Ordinary Shares upon the exercise of Common Stock an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; provided that such securities have not been amended (which for the avoidance of doubt would not include any adjustment in accordance with its terms) 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 (other than in connection with stock splits or combinations or other securities convertible into similar corporate events) or exercisable for shares to extend the term of Common Stock such securities; (iii) the issuance of Ordinary Shares pursuant to the Company’s equity incentive existing stock option or bonus plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described disclosed in the Registration Statement, in Statement or the Time of Sale Pricing Disclosure Package and in as approved by a majority of the Prospectus, non-employee members of the board of directors; (xiv) the sale or issuance by the Company of shares no more than $10,000,000 of Common Stock pursuant Ordinary Shares and/or any security entitling the holder thereof to those certain Third Amendment acquire Ordinary Shares in connection with a financing other than the Offering; (v) in connection with strategic transactions or to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, bona fide commercial partners approved by and between the Company and each Board of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, Directors (y) the sale or issuance of or entry into an agreement providing provided such transactions are not primarily for the issuance purpose of shares raising capital) subject to the consent and approval of Common Stock or any security convertible into or exercisable for shares of Common Stock the Underwriter which shall not be unreasonably withheld; and (vi) in connection with the acquisition Company’s acquisition, joint-venture, licensing or business transaction of assets or services from or to any individuals or entities approved by the Company Board of Directors (provided such transactions are not primarily for the purpose of raising capital) subject to the consent and approval of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) Underwriter which shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companybe unreasonably withheld. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock; or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, ,; or (C) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or excisable or exchangeable for Common Stock; except, in each case, for (ui) the filing by the Company of a registration on Form S-8 or a successor form thereto with respect to Common Stock or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement or the proposal or authorization of any increase in the Company’s authorized capital stock, (ii) the sale of the Securities as contemplated by this Agreement, (viii) issuances of shares of Common Stock upon the exercise exercise, settlement or conversion of options, restricted stock units, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wiv) the issuance by the Company of shares of Common Stock employee stock options, restricted stock units, or other securities convertible into similar equity awards not exercisable or exercisable for shares of Common Stock settleable during the Lock-Up Period pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectusor arrangements, (xv) the issuance securities issued pursuant to acquisitions or strategic transactions approved by the Company Board of shares Directors, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock registration statement in connection with therewith during the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar Period, but not including such a transaction in which the Company is issuing securities primarily for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach purpose of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companyraising capital. The Company agrees not to accelerate the vesting of any option or other similar equity award or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Biolase, Inc), Underwriting Agreement (Biolase, Inc)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up LockUp Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for . The foregoing Lock-Up Period shall not apply to (ui) the sale of Securities to be sold to the Securities as contemplated by Underwriters pursuant to this Agreement, ; (vii) issuances of any shares of Common Stock issued by the Company upon the exercise of an option or conversion warrant, the exercise of optionsany preemptive rights, warrants or convertible securities or upon the vesting of equity awards disclosed as a restricted stock unit or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wiii) the issuance by the Company of any shares of Common Stock or other securities convertible into restricted common stock issued or exercisable for shares of restricted stock units or options to purchase Common Stock granted pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, any Company Stock Plans or deferred compensation arrangements referred to in the Time of Sale Disclosure Package and in the Prospectus, (xiv) the issuance by the Company of any shares of Common Stock issued pursuant to those certain Third Amendment any non-employee director stock plan or dividend reinvestment plan referred to Conditional Share Purchase Agreements in the Time of Sale Disclosure Package and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to timeProspectus, (yv) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition other securities issued by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that the aggregate number any recipients of shares of Common Stock that the Company may sell or issue or agree to sell or issue securities pursuant to this clause (yv) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a enter into Lock-Up Agreement Agreements (as defined below) and issue stop transfer instructions in substantially the form of Exhibit A hereto with respect to its transfer agent and registrar for the Common Stock remaining portion of the Lock-Up Period; or (vi) the filing of one or more registration statements on Form S-8 with respect to any transaction or contemplated transaction that would constitute a breach securities issued pursuant to any Company Stock Plans described in the Time of or default under Sale Disclosure Package and the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the CompanyProspectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (Naked Brand Group Inc.), Underwriting Agreement (Naked Brand Group Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except, in each case, for (u) the sale of the Securities as contemplated by this Agreement, (v) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant except to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue Underwriters pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. The restrictions contained in this Section 4(j) shall not apply to (i) the Securities to be sold hereunder or the issuance of the Representatives’ Warrants, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Registration Statement, the Disclosure Package or the Prospectus and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities 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 Lock-Up Period 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Bon Natural Life LTD), Underwriting Agreement (Bon Natural Life LTD)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (uA) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (wC) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; or (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (yE) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yE) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representativeyou, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Neuronetics, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (uA) to the Underwriters pursuant to this Agreement (B) the sale of issuance by the Securities as contemplated by this Agreement, (v) issuances Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and or the Prospectus, ; (wC) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and in or the Prospectus, ; or (xD) the issuance by the Company filing of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, a registration statement on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock Form S-8 with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (uA) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (wC) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; or (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (yE) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yE) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representativeyou, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Neuronetics, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, . The restrictions contained in each case, for the preceding paragraph shall not apply to (ui) the sale of Securities to be sold to the Securities as contemplated by Underwriters pursuant to this Agreement, (vii) issuances the issuance by the Company of shares of Common Stock upon the exercise of an option or conversion warrant or the settlement of options, warrants or convertible securities or upon any other stock-based awards outstanding on the vesting of equity awards disclosed as outstanding date hereof which is described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wiii) the issuance grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock upon exercise thereof) to eligible participants pursuant to the Company’s employee benefit or equity incentive plans in effect on of the date hereof, in the ordinary course of business consistent with past practices and as Company described in the Registration Statement, in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock-based awards pursuant to this clause (iii) that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the Prospectusform of Exhibit A hereto, (xiv) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock securities issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business businesses, property or other assets of another person or entity or pursuant to an any employee benefit plan assumed by the Company in connection with any such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that in the aggregate number case of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yiv), the recipients thereof deliver a lock-up agreement substantially in the form of Exhibit A hereto, or (v) shall not exceed 5% the filing of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, a registration statement on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock Form S-8 with respect to the registration of securities to be offered under any transaction employee benefit or contemplated transaction that would constitute a breach equity incentive plans of or default under the applicable Lock-up Agreement, or (z) Company described in the exchange Time of Sale Disclosure Package and issuance of options the Prospectus to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period’s employees.

Appears in 1 contract

Samples: Common Stock (Sientra, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (ui) the sale of the Securities as contemplated by this Agreement, (vii) issuances of shares of Common Stock upon the exercise exercise, settlement or conversion of options, warrants restricted stock units or other convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wiii) the grant or issuance by of employee stock options and restricted stock units not exercisable during the Company Lock-Up Period and the grant, issuance, repurchase or forfeiture of shares of Common Stock options or other securities convertible into or exercisable for shares of Common Stock restricted stock units pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, in the ordinary course of business consistent with past practices and as described practices, (iv) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company equity incentive plan disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, Prospectus and (xv) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock other securities issued in connection with the a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition by the Company or any of its subsidiaries of assets or acquisition of not less than a majority or controlling portion of the securities, business or assets equity of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisitionentity, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, provided that (y) the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue issued pursuant to this clause (yv) shall not exceed 5% seven percent (7%) of the total number of outstanding shares of Common Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this Agreement; Securities pursuant hereto and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance recipient of options to purchase any such shares of Common Stock or securities issued pursuant to this clause (v) during the Lock-Up Period described above shall enter into an agreement substantially in connection with an option exchange offer program or similar offer or program by the Companyform of Exhibit A hereto. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Leaf Group Ltd.)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (ui) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vii) issuances of shares such securities pursuant to the conversion or exchange of Common Stock upon convertible or exchangeable securities or the exercise of warrants or conversion of options, warrants in each case outstanding on the date hereof, (iii) grants of such securities pursuant to an employee benefit plan, equity incentive plan or convertible securities or upon other employee compensation plan in effect on the vesting of equity awards disclosed as outstanding date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) provided such grants are in accordance with the issuance by the Company terms of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans such plan in effect on the date hereof, provided further that, prior to the grant of any such securities pursuant to this clause (iii) that vest within the Lock-Up Period, each recipient of such grant execute and deliver a “lock-up” agreement in the ordinary course form of business consistent with past practices and as described in Exhibit A hereto agreeing not to dispose of such securities during the Registration Statement, in the Time of Sale Disclosure Package and in the ProspectusLock-Up Period, (xiv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), (v) the issuance of such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company its subsidiaries of the securities, business businesses, property or other assets of another person or entity or pursuant to an any employee benefit plan assumed by the Company in connection with any such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that in the aggregate number case of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yv), (A) such securities shall not in the aggregate exceed five percent (5% %) of the total number of Company’s outstanding ordinary shares of Common Stock issued and outstanding immediately following the completion issuance and sale of the Firm Shares pursuant hereto, (B) this clause (v) can be relied on for only one transaction or series of related transactions contemplated by this Agreement; and provided further, that (C) the Company recipient shall cause each recipient have executed and delivered a “lock-up” agreement in the form of Exhibit A hereto agreeing not to dispose of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of during the Lock-Up Period, and (vi) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8).

Appears in 1 contract

Samples: Purchase Agreement (Histogenics Corp)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (ui) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vii) issuances the issuance by the Company of the Warrant Shares upon the exercise of the Pre-Funded Warrants, (iii) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (wiv) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) ; provided that prior to the issuance by the Company of any such shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreementsor securities convertible into shares of Common Stock where such shares or securities vest within the Lock-Up Period, dated July 1, 2017, by and between the Company shall cause each recipient of such grant or issuance to execute and each deliver to you a lock-up agreement substantially in the form of Midroc Invest ABExhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (v) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, FastPartner AB the Time of Sale Disclosure Package and Xenella Holding AB, as may be amended the Prospectus; or restated from time to time, (yvi) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yvi) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representativeyou, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Orthopediatrics Corp)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the "Lock-Up Period"), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other o ther agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (uv) the issuance of shares of Common Stock in connection with a potential business acquisition, approved by the Company’s Board of Directors, (w) settlement in the form of shares of Common Stock of periodic payments and contingent performance payments owed by the Company in connection with its acquisitions of ZenContent, Inc. and TapInfluence, Inc. (x) the sale of the Securities as contemplated by this Agreement, (vy) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (wz) the issuance by of employee stock options not exercisable during the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock Lock-Up Period pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, hereof in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companypractices. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (IZEA Worldwide, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for or (uC) the sale publicly announce any intention to do any of the Securities as contemplated by foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (vii) issuances to directors, officers, employees and consultants of shares of Common Stock upon the exercise Company pursuant to employee benefit plans, equity incentive plans or conversion of options, warrants or convertible securities or upon other employee compensation plans existing on the vesting of equity awards disclosed date hereof and as outstanding described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wiii) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (xiv) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship, the acquisition or license by the Company of the securities, business businesses, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreementperson, or (zv) the exchange and issuance of options to purchase shares of Common Stock one or more non-financial investors in connection with an option exchange offer program or similar offer or program equity investment in the Company, so long as such issuances and sales occur no earlier than 45 days after the date of this Agreement; provided, however, that in the case of clauses (iv) and (v) any recipient of such securities agrees to be bound in writing by the Companyrestrictions on the resale of securities consistent with the lock-up letters described in Section 4(x) hereof for the remainder of the Lock-Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Recro Pharma, Inc.)

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Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (ui) the sale of the Securities as contemplated by this Agreement, (vii) issuances of shares of Common Stock securities upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (wiii) the issuance by of employee stock options not exercisable during the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock Lock-Up Period pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, hereof in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companypractices. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, during the Lock-Up Period, the Company may sell shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to a Strategic Investor. For purposes of this Section, “Strategic Investor” shall mean a third-party in the biotechnology, pharmaceutical or similar industry or an affiliate of a biotechnology, pharmaceutical or similar company, such as an affiliated investment fund.

Appears in 1 contract

Samples: Underwriting Agreement (DiaMedica Therapeutics Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (uv) the issuance of shares of Common Stock in connection with a potential business acquisition, approved by the Company’s Board of Directors, (w) settlement in the form of shares of Common Stock of periodic payments and contingent performance payments owed by the Company in connection with its acquisitions of ZenContent, Inc. and TapInfluence, Inc., (x) the sale of the Securities as contemplated by this Agreement, (vy) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (wz) the issuance by of employee stock options not exercisable during the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock Lock-Up Period pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, hereof in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companypractices. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (IZEA Worldwide, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (ui) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vii) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (wiii) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) ; provided that prior to the issuance by the Company of any such shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreementsor securities convertible into shares of Common Stock where such shares or securities vest within the Lock-Up Period, dated July 1, 2017, by and between the Company shall cause each recipient of such grant or issuance to execute and each deliver to you a lock-up agreement substantially in the form of Midroc Invest ABExhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (iv) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, FastPartner AB the Time of Sale Disclosure Package and Xenella Holding AB, as may be amended the Prospectus; or restated from time to time, (yv) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yv) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representativeyou, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Orthopediatrics Corp)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (ui) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vii) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible such securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) grants of such securities pursuant to the terms of a plan in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (xiv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the issuance of such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company its subsidiaries of the securities, business businesses, property or other assets of another person or entity or pursuant to an any employee benefit plan assumed by the Company in connection with any such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that in the aggregate number case of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yv), (A) such securities shall not in the aggregate exceed 5% ten percent (10%) of the total number of Company’s outstanding ordinary shares of Common Stock issued and outstanding immediately following on a fully-diluted basis after giving effect to the completion sale of the transactions Securities contemplated by this Agreement; , (B) this clause (v) can be relied on for only one transaction or series of related transactions and provided further, that (C) the Company recipient shall cause each recipient have executed a “lock-up” agreement in the form of Exhibit A hereto agreeing not to dispose of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of during the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (LDR Holding Corp)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (ux) the sale of the Securities as contemplated by this Agreement, (vy) issuances of shares of Common Stock pursuant to the Company’s employee stock purchase plans, upon the vesting of restricted stock, exercise or conversion of options, warrants options or convertible securities or upon the vesting of equity awards securities, in each case as disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (wz) the issuance by of employee or director equity awards not exercisable or vesting during the Company Lock-Up Period (other than shares issued to directors in lieu of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock directors’ fees, which may be issued during the Lock-Up Period) pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, hereof in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Companypractices. The Company agrees not to accelerate the vesting of any option equity award, except in connection with a Change in Control (as defined in the applicable Company equity plan) or warrant as a result of operational actions not taken for the purpose of accelerating the vesting of such equity award, or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The Company will provide the Underwriter and each shareholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Orion Energy Systems, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (uv) the sale of the Securities as contemplated by this Agreement, (vw) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by of stock options, restricted stock or other equity incentives under equity incentive plans or arrangements of the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between (provided that stock options so issued are not exercisable during the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to timeLock-Up Period), (y) the sale or issuance of shares, warrants or entry into an agreement providing for the issuance of shares of Common Stock other securities to one or any security convertible into or exercisable for shares of Common Stock more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition by the Company or license of the securitiesany business products, business services or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisitiontechnology, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange offer, announcement of the intention to sell, sale, contract to sell and issuance of options shares, warrants or other securities, the proceeds of which are used to purchase shares pay off any debt of Common Stock in connection with an option exchange offer program the Company or similar offer or program by the Companyits subsidiaries. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. For clarity, the foregoing shall not prohibit the Company from registering under the Securities Act the resale of any currently outstanding Common Stock beneficially owned by the Selling Stockholders or Xxxxx Xxxxxxxx.

Appears in 1 contract

Samples: Underwriting Agreement (Allied Esports Entertainment, Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (u1) to the sale of the Securities as contemplated by Underwriter pursuant to this Agreement, (v2) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion warrants outstanding as of options, warrants or convertible securities or upon the vesting of equity awards date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (w3) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and the Prospectus; (4) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; or (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y5) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y5) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the RepresentativeUnderwriter, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Cutera Inc)

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (uv) the sale of the Securities as contemplated by this Agreement, (vw) issuances of shares of Common Stock upon the exercise or conversion of options, options or warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (wx) the issuance by of stock options or restricted stock to employees or directors, provided that such stock options are not exercisable and such restricted stock shall not vest and shall remain subject to a risk of forfeiture during the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock Lock-Up Period, pursuant to the Company’s equity incentive stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, hereof in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to timepractices, (y) the sale filing of a registration statement on Form S-8 to register additional securities under the Company’s stock option, stock bonus and other stock plans or issuance of or entry into an agreement providing for arrangements, and (z) the issuance of shares of Common Stock Stock, options or any security convertible into or exercisable for shares of Common Stock securities to a Strategic Investor in connection with the acquisition by the Company of the securitiesa license, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisitionjoint venture, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program collaboration or similar offer agreement. For purposes of this Section 4(i), “Strategic Investor” shall mean a third-party in the biotechnology, pharmaceutical or program by the Companysimilar industry or an affiliate of a biotechnology, pharmaceutical or similar company, such as an affiliated investment fund. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right risks of forfeiture prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Celcuity Inc.)

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for except (uA) to the sale of the Securities as contemplated by Underwriters pursuant to this Agreement, (vB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or conversion of optionswarrants, warrants or convertible securities or upon the vesting conversion of equity awards any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; (wC) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, ; or (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (yE) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or any security convertible into or exercisable for shares of Common Stock Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (yE) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; , and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representativeyou, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Appears in 1 contract

Samples: Purchase Agreement (Neuronetics, Inc.)

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