Form of Lock-Up Agreement. The undersigned agrees that, without the prior written consent of Acorn Holdings B.V. (“Acorn”), the undersigned will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on June 11, 2021 (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.01 per share (the “KDP Shares”), of Keurig Xx Xxxxxx Inc. beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the KDP Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares or any security convertible into or exercisable or exchangeable for KDP Shares, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectively, the “Lock Up Restrictions”). The Lock Up Restrictions will not apply (1) after November 16, 2020, to up to 50.0% of the total number of KDP Shares owned by the undersigned immediately following its receipt of the KDP Shares and (2) if the undersigned is a business entity, to distributions of KDP Shares to its equity holders which may in turn distribute such KDP Shares to their equity holders; provided that in the case of (2), each recipient of such distribution must sign and deliver to Acorn an agreement on substantially the same terms as the terms hereof. The undersigned understands that its agreement to the Lock Up Restrictions is irrevocable and will be binding on the undersigned’s heirs, legal representatives, successors and assigns. The Lock Up Restrictions will be governed by and construed in accordance with the laws of the State of New York.
Form of Lock-Up Agreement. August [ · ], 2017 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk And Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: PRA Health Sciences, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. Each of KKR PRA Investors L.P., a Delaware limited partnership (the “KKR Selling Stockholder”), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (together with the KKR Selling Stockholder, the “Selling Stockholders”) propose to conduct a public offering of Shares (the “Offering”) for which Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) will act as the underwriters (together, the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company, the Selling Stockholders and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company and the Selling Stockholders with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not, without the prior joint written consent of the Underwriters, which consent each Underwriter may withhold in its sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any ...
Form of Lock-Up Agreement. December [●], 2016
Form of Lock-Up Agreement. This Lockup Agreement (this “Agreement”), effective as of March 14, 2014 (the “Effective Date”), is entered into by and between Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation (“BMS”), and Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”).
Form of Lock-Up Agreement. Xxxxxxxxx LLC Xxxxx and Company, LLC As Representatives of the Several Underwriters c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and
Form of Lock-Up Agreement. April l , 2012
Form of Lock-Up Agreement. The undersigned agrees that, without the prior written consent of Acorn Holdings B.V. (“Acorn”), the undersigned will not, and will not publicly disclose an intention to, during the period commencing on September 8, 2020 and ending on March 8, 2021 (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.01 per share (the “KDP Shares”), of Keurig Xx Xxxxxx Inc. received by Quercus B.V. (“Quadrant”) pursuant to the letter agreement, dated as of September 8, 2020, by and among Quadrant, Acorn and Maple Holdings B.V. (“Maple”) (the “Redemption Consideration”), (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Redemption Consideration, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares or any security convertible into or exercisable or exchangeable for KDP Shares, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of the Redemption Consideration (collectively, the “Lock Up Restrictions”).
Form of Lock-Up Agreement. Officers
Form of Lock-Up Agreement. Old National Bancorp Xxx Xxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: In connection with the proposed acquisition (the “Acquisition”) of Anchor Bancorp, Inc. (“Anchor”) by Old National Bancorp (“ONB”), and in consideration of Anchor and ONB entering into the Agreement and Plan of Merger dated on or about [•], 2017, (the “Merger Agreement;” certain terms used herein and not defined herein are used herein as defined in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce ONB to close the Merger, Gentwo LLLP, the undersigned, an Anchor shareholder who will receive ONB common stock (the “ONB Common Stock”) in exchange for its Anchor Common Stock, hereby agrees with ONB as follows:
Form of Lock-Up Agreement. Lock-Up Agreement
