Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of 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, and (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Actelis Networks Inc), Underwriting Agreement (Actelis Networks Inc), Underwriting Agreement (Actelis Networks Inc)

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Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of twelve months three (123) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Firm Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance of Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement or the Pricing Disclosure Package and as approved by a majority of the non-employee members of the board of directors; (iii) the sale or issuance by the Company of Common Stock no more than $12,000,000 of Ordinary Shares and/or any security entitling the holder thereof to acquire Ordinary Shares in connection with a financing other than the Offering; (iv) in connection with strategic transactions or to bona fide commercial partners approved by the Board of Directors (provided such transactions are not primarily for the purpose of raising capital) subject to the consent and approval of the Underwriter which shall not be unreasonably withheld; (v) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of assets or services from or to any individuals or entities approved by the Board of Directors (provided such transactions are not primarily for the purpose of raising capital) subject to the consent and approval of the Underwriter which shall not be unreasonably withheld; (vi) any registration statement filed prior to the date hereof or amendment, supplement or replacement thereto filed after the date hereof; (vii) the issuance by the Company of Ordinary Shares upon the exercise of 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 similar corporate events) or to extend the term of such securities; (viii) pursuant to the Standby Equity Purchase Agreement, dated February 23, 2023, by and between YA II PN, Ltd. and the Company; and (iiiix) any registration for the issuance by the Company resale of stock options ordinary shares or ordinary shares of capital stock underlying existing convertible securities of the Company under any equity compensation plan pursuant to registration rights existing as of the Companydate hereof. 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 3 contracts

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

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.18 shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock upon the exercise of 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, and ; (iii) the grant of options pursuant to the Company’s stock option plan or the issuance of its common stock pursuant to the exercise of such options; (iv) the issuance of its common stock as payment to consultants and (v) the issuance of its shares in an acquisition transaction; provided however that with respect to clauses (iii) through (v), the recipient of such shares agrees to execute a lock-up agreement similar to Exhibit B and terminating on the same date as contemplated by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.lock-up contained in Exhibit B.

Appears in 3 contracts

Samples: Underwriting Agreement (MGO Global Inc.), Underwriting Agreement (MGO Global Inc.), Underwriting Agreement (MGO Global Inc.)

Company Lock-Up. 2.20.1. Each of the Company’s officers and directors holding shares of capital stock of the Company (or securities convertible into such shares) have executed Lock-Up Agreements in the form attached hereto as Exhibit B-1, and each owner of at least 5% of the Company outstanding shares of capital stock (or securities convertible into such shares) (together with the Company’s executive officers and directors the “Lock-Up Parties”) have executed Lock-Up Agreements in the form attached hereto as Exhibit B-2. 2.20.2. The Company, on behalf of itself and any successor entity, hereby agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a the period of twelve months one hundred and eighty (12180) months after days from the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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); Company, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section paragraph 2.20.2 shall not apply to (ix) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants Units to be sold hereunder; , (iiy) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in (z) the Registration Statement and the Pricing Disclosure Package, and (iii) grant of options or the issuance by the Company of stock options or any shares of capital stock Common Stock of the Company under pursuant to any equity compensation incentive plan or arrangement of the Company, including without limitation, pursuant to the Company’s 2006 Stock Incentive Plan. The restrictions contained in this paragraph 2.20.2 shall not apply to registrations on Form S-8 promulgated under the Act or pursuant to the registration rights set forth in that certain Securities Purchase Agreement by and among the Company and the investors party thereto dated as of April 8, 2011. 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) 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, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Appears in 2 contracts

Samples: Underwriting Agreement (Novelos Therapeutics, Inc.), Underwriting Agreement (Novelos Therapeutics, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve months (12) months 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securitiesCompany, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 equity incentive plans or employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Representative Warrants and shares underlying the Representative’s Representative Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of 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, and ; (iii) the issuance by the Company of stock options or other stock-based awards of the Company under any equity incentive plan or employee benefit plan; and (iv) the issuance, or entry into an agreement to issue, capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company under Company, in connection with any equity compensation plan merger, joint venture, strategic alliance, commercial, lending or other collaborative or strategic transaction or the acquisition or license of the Companybusiness, property, technology or other assets of another individual or entity or the assumption of any employee benefit plan in connection with a merger or acquisition.

Appears in 2 contracts

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

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock upon the exercise of 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, and (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Hempacco Co., Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve months (12) months after beginning on the date of this Agreement and continuing until September 1, 2023 (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Representatives’ Warrants and shares underlying the Representative’s Representatives’ Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock upon the exercise of 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, and (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Hempacco Co., Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-broker- dealer or on the Company’s own volition; (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 S- 8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock upon the exercise of 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, and (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Hempacco Co., Inc.)

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Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of twelve months (12) months after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Common Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares or other shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Common Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares or other shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Common Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of ADSs, Common Shares, other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares ADSs underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of Common Stock Shares upon the exercise of 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, and (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (SYLA Technologies Co., Ltd.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve months three (123) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify change the terms of of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Representatives’ Warrants and shares underlying the Representative’s Representatives’ Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of 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 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 to extend the term of such securities;; and (iii) the issuance by of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of stock options any option or shares warrant or allow the lapse of capital stock any repurchase right prior to the expiration of the Company under any equity compensation plan of the CompanyLock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Know Labs, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of twelve months three (123) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify change the terms of of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Representatives’ Warrants and shares underlying the Representative’s Representatives’ Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of 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 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 to extend the term of such securities; and (iii) the issuance by of Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of stock options any option or shares warrant or allow the lapse of capital stock any repurchase right prior to the expiration of the Company under any equity compensation plan of the CompanyLock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Know Labs, Inc.)

Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of twelve months six (126) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or modify change the terms of of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or modify the terms of any existing securities, in each case, whether in conjunction with another broker-dealer or on the Company’s own volition; (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 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock Ordinary Shares upon the exercise of 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, ; and (iii) the issuance by of Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of stock options any option or shares warrant or allow the lapse of capital stock any repurchase right prior to the expiration of the Company under any equity compensation plan of the CompanyLock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Primech Holdings LTD)

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