Covenants of the Selling Stockholder Sample Clauses

Covenants of the Selling Stockholder. The Selling Stockholder further covenants and agrees with each Underwriter:

Covenants of the Selling Stockholder. The Selling Stockholder covenants with each Underwriter to deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service Form W-8BEN.

Covenants of the Selling Stockholder. The Selling Stockholder covenants with the Underwriter as follows:

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the Selling Stockholder covenants to each Underwriter as follows: (a) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time. (b) To do or perform all things reasonably required to be done or performed by the Selling Stockholder before the Closing Date or the Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the Shares to be sold by the Selling Stockholder to the Underwriters pursuant to this Agreement. (c) Except as stated in this Agreement and in the Prospectus, to not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (d) To advise you promptly, and if requested by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating to the Selling Stockholder or any new information relating to the Selling Stockholder stated in the Prospectus or any amendment or supplement thereto which comes to the attention of the Selling Stockholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Securities Act and the Rules and Regulations or any other law. (e) Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to ef...

Covenants of the Selling Stockholder. The Selling Stockholder covenants and agrees with the several Underwriters that: (a) No offering, sale, short sale or other disposition of any shares of Common Stock of the Issuer or other capital stock of the Issuer or other securities convertible, exchangeable or exercisable for Common Stock or derivative of Common Stock owned by the Selling Stockholder or request the registration for the offer or sale of any of the foregoing (or as to which the Selling Stockholder has the right to direct the disposition of) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by such Selling Stockholder otherwise than hereunder or with the prior written consent of the Representative. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs; or (2) prior to the expiration of the 90-day restricted period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (b) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, the Selling Stockholder agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) The Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Issuer.

Covenants of the Selling Stockholder. The Selling Stockholder and, to the extent specified in (b) below, the Company further covenant and agree with the Underwriter: (a) The Selling Stockholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Shares. (b) The Selling Stockholder represents and agrees that, unless it obtains the prior consent of the Company and the Underwriter, it has not made and will not make any offer relating to the Offered Shares that would constitute an issuer free writing prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Underwriter, as well as any free writing prospectus consented to by the Underwriter pursuant to Section 3.A.(c) are hereinafter each referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any Road Show. The Underwriter may, in its sole discretion, waive in writing the performance by the Company or the Selling Stockholder of any one or more of the foregoing covenants or extend the time for their performance.

Covenants of the Selling Stockholder. The Selling Stockholder covenants and agrees with the several Underwriters that: (a) The Selling Stockholder will execute and deliver to the Representatives, on or prior to the date of this agreement, a letter substantially in the form attached hereto as Exhibit B (the “Selling Stockholder Lockup Agreement”). (b) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, the Selling Stockholder agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8, W-9 or W-8BEN (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) The Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (d) The Selling Stockholder agrees that it will not prepare or have prepared on its behalf or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Shares. (e) During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any material change in the information relating to the Selling Stockholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package.

Covenants of the Selling Stockholder. The Selling Stockholder covenants and agrees with the Underwriter: (i) Without the prior written consent of the Underwriter, the Selling Stockholder will not, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the Selling Stockholder in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (D) publicly disclose the intention to do any of the foregoing for a period commencing on the date of execution of this Agreement and continuing to and including December 31, 2015 (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to transfers of shares of any class of the Company’s capital stock as part of a distribution to stockholders of the Selling Stockholder; provided, that the transferee agrees to be bound by the terms of this Section 4(b)(i) to the same extent as if the transferee were a party to this Agreement. (ii) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Act), relating to the Securities. (iii) To deliver to the Underwriter prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Sellin...

Covenants of the Selling Stockholder. The Selling Stockholder agrees: (a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by the Selling Stockholder; and (d) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Lock-Up Agreement.

Covenants of the Selling Stockholder. The Selling Stockholder agrees with the Agent as follows: