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.
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Form of Lock-Up Agreement. The undersigned agrees thatJxxxxxxxx LLC Evercore Group L.L.C. c/o Xxxxxxxxx LLC 500 Xxxxxxx Xxxxxx Xxx Xxxx, without the prior written consent of Acorn Holdings B.V. (“Acorn”)Xxx Xxxx 00000 c/o Evercore Group L.L.C. 50 Xxxx 00xx Xxxxxx New York, the undersigned will notNew York 10055 RE: Astria Therapeutics, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on June 11, 2021 Inc. (the “Restricted PeriodCompany”), (1) offer, pledge, sell, contract Ladies & Gentlemen: The undersigned is an officer or director of the Company. The Company proposes 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 conduct an underwritten offering of shares of common stock, par value $0.01 0.001 per share share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares (the “KDP SharesOffering”), for which Jxxxxxxxx LLC and Evercore Group L.L.C. will act as the Representatives (the “Representatives”) of Keurig Xx Xxxxxx Inc. the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company 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 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 letter agreement. Those definitions are a part of this letter agreement. If there is only one Underwriter identified in Schedule A to the Underwriting Agreement, references to “Underwriters” and “several Underwriters” in this letter agreement shall instead mean the Underwriter and related plural terms shall instead be read in the singular. 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 (and will use reasonable best efforts to cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of the Representatives, which may withhold their consent in their sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as such term is used defined in Rule 13d-3 of under the Securities Exchange Act of 1934, as amended), Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Sharessuch Family Member, (2) · enter into any swap or other arrangement that transfers to anotherSwap, 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 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 intention to do any of the foregoing. The foregoing restrictions will not apply to the registration of any shares the offer and sale of KDP the Shares or security convertible into Related Securities, and the sale of the Shares or exercisable or exchangeable for KDP Shares (collectivelyRelated Securities to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the “Lock Up Restrictions”). The Lock Up Restrictions will foregoing restrictions shall 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.to:
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Form of Lock-Up Agreement. The LAZARD CAPITAL MARKETS LLC JMP SECURITIES LLC As Representatives of the Several Underwriters c/o Lazard Capital Markets, LLC 30 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: NeoStem, Inc. Dear Sirs: In order to induce the several underwriters (the “Underwriters”) for whom Lazard Capital Markets LLC (“LCM”) and JMP Securities LLC (“JMP”) are acting as representatives, to enter in to a certain underwriting agreement with NeoStem, Inc., a Delaware corporation (the “Company”), with respect to the public offering of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) and warrants to purchase shares of Common Stock, the undersigned hereby agrees thatthat for a period (the “lock-up period”) of seventy-five (75) days following the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of Acorn Holdings B.V. (“Acorn”)LCM and JMP, 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”)directly or indirectly, (1i) offer, sell, assign, transfer, 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 Common Stock or any other securities so owned convertible into or exercisable or exchangeable for KDP Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securitas Act”), as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”), (2ii) enter into any swap swap, hedge or other agreement or arrangement that transfers to another, in whole or in part, any of the economic consequences risk of ownership of the KDP any Beneficially Owned Shares, whether any such transaction described in clause (1) Common Stock or (2) above is to be settled by delivery of KDP Shares or any security securities convertible into or exercisable or exchangeable for KDP Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, in cash Common Stock 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 securities convertible into or exercisable or exchangeable for KDP Shares (collectively, the “Lock Up Restrictions”)Common Stock. The Lock Up Restrictions will restrictions set forth in the immediately preceding paragraph shall 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.to:
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Form of Lock-Up Agreement. The August , 2003 BEAR, XXXXXXX & CO. INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & ASSOCIATES LLC as Representatives of the several Underwriters referred to below c/o Bear, Xxxxxxx & Co. Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Capital Markets Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to the proposed public offering (the “Offering”) by SYNNEX Information Technologies, Inc., a Delaware corporation (the “Company”), of its common stock, $.001 par value (the “Stock”). In order to induce you and the other underwriters for which you act as representatives (the “Underwriters”) to underwrite the Offering, the undersigned hereby agrees that, without the prior written consent of Acorn Holdings B.V. Bear, Xxxxxxx & Co. Inc. (“AcornBear Xxxxxxx”), during the period from the date hereof until one hundred eighty (180) days from the date of the final prospectus for the Offering (the “Lock-Up Period”), the undersigned (a) 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, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of common stock, par value $0.01 per share any Relevant Security (the “KDP Shares”as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Keurig Xx Xxxxxx Inc. beneficially owned (as such term is used in Rule 13d-3 Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Shares, (2) otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of the KDP Sharesa Relevant Security, whether any or not such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Stock, any other equity security of the Company or any of its subsidiaries and any security convertible into into, or exercisable or exchangeable for KDP Sharesfor, in cash any Stock or otherwise or other such equity security. Notwithstanding the foregoing, (3i) 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 may transfer Relevant Securities by bona fide gift, will or intestate succession, (2ii) 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.transfer Relevant
Appears in 1 contract
Samples: Underwriting Agreement (Synnex Information Technologies Inc)
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 November [●]1, 2020 and ending on June 11[●]2, 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 Dx Xxxxxx Inc. beneficially owned received by JAB Consumer Fund SCA SICAR (“JCF”) pursuant to the letter agreement, dated as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934November 17, as amended)2020, by and among JCF, Acorn and Maple Holdings B.V. (“Maple”) (the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Shares“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 KDP SharesRedemption 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 KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares the Redemption Consideration (collectively, the “Lock Up Restrictions”). The Lock Up Restrictions will not apply (1i) (A) after November 16May [●]3, 20202021, to up to 50.0% one-third (1/3rd) of the total number of KDP Shares owned by the undersigned immediately following its receipt Redemption Consideration and (B) after August [●]4, 2021, to up to two-thirds (2/3rds) of the KDP Shares Redemption Consideration (inclusive of the Redemption Consideration described in clause (i)(A)), and (2ii) if the undersigned is a business entity, to distributions of KDP Shares the Redemption Consideration to its equity holders which may in turn distribute such KDP Shares Redemption Consideration 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. If the undersigned entered into a lock up agreement (a “Prior Lock Up”) with Acorn in connection with KDP Shares received by JCF pursuant to the letter agreement, dated as of June 11, 2020, or the letter agreement, dated as of September 8, 2020, in each case by and among JCF, Acorn and Maple, such Prior Lock Up shall remain in full force and effect; provided, however, that Acorn hereby waives the “Lock Up Restrictions” of the Prior Lock Up solely with respect to the Redemption Consideration. 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.
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Form of Lock-Up Agreement. The 2000 Xxxx Xxxxxx Xxxxxxx Xxxxxxx, LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Ladies and Gentlemen: As an inducement to the underwriters to execute a purchase agreement (the "Purchase Agreement") providing for a public offering (the "Offering") of common stock (the "Common Stock") of Peekay Boutiques, Inc., a Nevada corporationand any successor (by merger or otherwise) thereto (the "Company"), the undersigned hereby agrees thatthat without, without in each case, the prior written consent of Acorn Holdings B.V. Lake Street Capital Markets, LLC (“Acorn”"Lake Street") during the period specified in the second succeeding paragraph (the "Lock-Up Period"), 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, 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, lend, make any short sale 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 Common Stock or any other securities so owned convertible into or into, exercisable or exchangeable for KDP Sharesor that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the "Undersigned's Securities") or (2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the KDP SharesUndersigned's Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares Common Stock or such other securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Securities even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such securities. In addition, the undersigned agrees that, without the prior written consent of Lake Street,it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for KDP Shares, Common Stock. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 180 days after the date of the final prospectus used to sell Common Stock in cash or otherwise or (3) make any demand for or exercise any right with respect the Offering pursuant to the registration of any shares of KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectivelyPurchase Agreement; provided, the “Lock Up Restrictions”). The Lock Up Restrictions will not apply however, that if (1) after November 16, 2020, to up to 50.0% during the last 17 days of the total number of KDP Shares owned by initial Lock-Up Period, the undersigned immediately following its receipt of Company releases earnings results or material news or a material event relating to the KDP Shares and Company occurs or (2) if prior to the undersigned is a business entityexpiration of the initial Lock-Up Period, to distributions the Company announces that it will release earnings results during the 16-day period beginning on the last day of KDP Shares to its equity holders which may the initial Lock-Up Period, then in turn distribute each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Lake Streetwaives, in writing, 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 hereofextension. The undersigned understands hereby acknowledges and agrees that its agreement written notice of any extension of the Lock-Up Period pursuant to the Lock previous paragraph will be delivered by the Lake Street to the Company and that any such notice properly delivered will be deemed to have given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Restrictions is irrevocable Period, it will give notice thereof to the Company and will be binding on not consummate such transaction or take any such action unless it has received written confirmation from the undersigned’s heirsCompany that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Notwithstanding the foregoing, legal representatives, successors and assigns. The Lock Up Restrictions will be governed by and construed in accordance with the laws of undersigned may transfer the State of New York.Undersigned's Securities:
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Form of Lock-Up Agreement. The undersigned agrees that[•], without 2014 XXXXXXXXX LLC As Representative of the prior written consent of Acorn Holdings B.V. (“Acorn”)several Underwriters c/o JEFFERIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, the undersigned will notXxx Xxxx 00000 RE: Papa Xxxxxx’x Holdings, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on June 11, 2021 Inc. (the “Restricted PeriodCompany”), (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 Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “KDP Offering”) for which Xxxxxxxxx LLC (“Jefferies”) will act as the Representative of the underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The undersigned recognizes that the Offering will benefit each of the Company, the selling stockholders named in Schedule B to the Underwriting Agreement (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 Keurig Xx Xxxxxx Inc. 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, directly or indirectly, without the prior written consent of Jefferies, which may withhold its consent in its sole discretion: • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as such term is used defined in Rule 13d-3 of under the Securities Exchange Act of 1934, as amended), Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Sharesundersigned, (2) • enter into any swap or other arrangement that transfers to anotherSwap, 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 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 intention to do any of the foregoing. The foregoing will not apply to the registration of any shares the offer and sale of KDP the Shares, and the sale of the Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectivelyto the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the “Lock Up Restrictions”). The Lock Up Restrictions will foregoing restrictions shall 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.to:
Appears in 1 contract
Samples: Underwriting Agreement (Papa Murphy's Holdings, Inc.)
Form of Lock-Up Agreement. 201 Xxxxxxxxx International Limited Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the Several Underwriters c/o Jefferies International Limited Vintners Place 00 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx and x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Verona Pharma plc (the “Company”) Ladies & Gentlemen: The undersigned is an officer or director of the Company and/or an owner of ordinary shares, nominal value £0.01 per share, of the Company (“Ordinary Shares”), or of securities convertible into or exchangeable or exercisable for Ordinary Shares. The Company proposes to conduct a public offering of American Depositary Shares (“ADSs”) of the Company representing Ordinary Shares (the “Offering”), for which Xxxxxxxxx International Limited (“Jefferies”) and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company 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 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 letter agreement. Those definitions are a part of this letter 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 (and will cause any Family Member not to), without the prior written consent of Acorn Holdings B.V. (“Acorn”)Jefferies and Stifel, 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 which may withhold their consent in their sole discretion: · Sell or Offer to sell, sell Sell any option Ordinary Shares or contract to purchase, purchase any option Related Securities currently or contract to sell, grant any option, right hereafter owned either of record 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 defined in Rule 13d-3 of under the Securities Exchange Act of 1934, as amended), Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Sharessuch Family Member, (2) · enter into any swap or other arrangement that transfers to anotherSwap, 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 for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Ordinary 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 intention to do any of the foregoing. The foregoing will not apply to (i) 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% offer and sale of the total number ADSs and the sale of KDP such ADSs to the underwriters, in each case, as contemplated by the Underwriting Agreement or (ii) the deposit of Ordinary Shares owned with the Depositary, in exchange for the issuance of ADSs, or the cancellation of ADSs in exchange for the issuance of Ordinary Shares, provided that such ADSs or Ordinary Shares issued pursuant to this clause (ii) held by the undersigned immediately following its receipt of the KDP Shares and (2) if the undersigned is a business entity, shall remain subject 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 hereofof this letter agreement. The undersigned understands that its agreement to In addition, 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.foregoing restrictions shall not apply to:
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Form of Lock-Up Agreement. The undersigned agrees thatMay 2, without the prior written consent of Acorn Holdings B.V. (“Acorn”)2016 Xxxxx Fargo Securities, the undersigned will notLLC 000 Xxxx Xxxxxx Xxx Xxxx, and will not publicly disclose an intention toXxx Xxxx 00000 RE: PRA Health Sciences, during the period commencing on the date hereof and ending on June 11, 2021 Inc. (the “Restricted PeriodCompany”), (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 Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share 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, and Xxxxx Xxxxxxx (collectively, the “Selling Stockholders”) proposes to conduct a public offering of Shares (the “KDP SharesOffering”) for which Xxxxx Fargo Securities, LLC will act as the underwriter (the “Underwriter”). The undersigned recognizes that the Offering will benefit each of the Company, the Selling Stockholders and the undersigned. The undersigned acknowledges that the Underwriter is relying on the representations and agreements of Keurig Xx Xxxxxx Inc. 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 written consent of the Underwriter, which consent the 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 owned (as such term is used defined in Rule 13d-3 of under the Securities Exchange Act of 1934, as amended), Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Sharesundersigned, (2) · enter into any swap or other arrangement that transfers to anotherSwap, 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 for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any shares of KDP Shares or security convertible into Related Securities, or exercisable cause to be filed a registration statement, prospectus or exchangeable for KDP Shares prospectus supplement (collectivelyor an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the “Lock Up Restrictions”)foregoing. The Lock Up Restrictions will foregoing restrictions shall 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.apply:
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Form of Lock-Up Agreement. [*] NV5 HOLDINGS, INC. 000 XXXXX XXXX XXXX, XXXXX 000 XXXXXXXXX, XXXXXXX 00000 Re: NV5 Holdings, Inc. Ladies and Gentlemen: The undersigned hereby agrees thatthat without, without in each case, the prior written consent of Acorn Holdings B.V. NV5 HOLDINGS, INC. (“AcornNV5”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), 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, 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, lend, make any short sale 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 Common Stock or any other securities so owned convertible into or into, exercisable or exchangeable for KDP Sharesor that represent the right to receive shares of Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”) or (2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the KDP SharesUndersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares shares of Common Stock or any security convertible into or exercisable or exchangeable for KDP Sharessuch other securities, in cash or otherwise otherwise. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Undersigned’s Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (3including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. In addition, the undersigned agrees that, without the prior written consent of the NV5, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to to, the registration of any shares of KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectively, Common Stock during the “Lock Lock-Up Restrictions”)Period. The Lock Lock-Up Restrictions Period will commence on the date of this Lock-Up Agreement and ceases one year from the date of this Lock-Up Agreement, which is [*], subject to additional restrictions related to the Company’s Xxxxxxx Xxxxxxx Policy, including but not apply limited to items related to release of earnings results, material information, or material events. Notwithstanding the foregoing, (1) after November 16, 2020, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts and (ii) to up to 50.0% any trust for the direct or indirect benefit of the total number of KDP Shares owned by undersigned or the undersigned immediately following its receipt immediate family of the KDP Shares and undersigned, or (2) if the undersigned is a corporation, company, business entitytrust, association, limited liability company, partnership, limited liability partnership, limited liability limited partnership or other entity (collectively, the “Entities” or, individually, the “Entity”), the undersigned may transfer shares of Common Stock to distributions any person or Entity which controls, is directly or indirectly controlled by, or is under common control with the undersigned and, if the undersigned is a partnership or limited liability company, it may transfer the shares of KDP Shares Common Stock to its equity holders which may in turn distribute such KDP Shares to their equity holders; provided that in partners, former partners or an affiliated partnership (or members, former members or an affiliated limited liability company) managed by the same manager or managing partner (or managing member, as the case may be) or management company, or managed by an entity controlling, controlled by, or under common control with, such manager or managing partner (or managing member) or management company in accordance with partnership (or membership) interests; provided, in each case of transfer pursuant to clause (1) or (2), each recipient of that (x) such distribution must sign and deliver transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the NV5 to Acorn an agreement on substantially the same terms as be bound by the terms hereofof this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. The undersigned understands that its agreement For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Lock Company’s equity incentive plans; provided that it shall apply to any of the Undersigned’s Securities issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Restrictions is irrevocable Period (as such may have been extended pursuant to the provisions hereof). In furtherance of the foregoing, the Company and will be binding on the undersigned’s heirs, legal representatives, successors its transfer agent and assignsregistrar are hereby authorized to decline to make any transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock if such transfer would constitute a violation or breach of this Lock-Up Agreement. The Lock This Lock-Up Restrictions will Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York.Florida. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. Very truly yours, [*]
Appears in 1 contract
Form of Lock-Up Agreement. The 2014 XXXX CAPITAL PARTNERS, LLC 000 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 Re: Enerpulse Technologies, Inc. Ladies and Gentlemen: As an inducement to Xxxx Capital Partners, LLC, as representative of the underwriters (the “Representative”) to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) including common stock, par value $0.001 per share (the “Shares”), of Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), the undersigned hereby agrees thatthat without, without in each case, the prior written consent of Acorn Holdings B.V. the Representative, during the period specified in the second succeeding paragraph (the “AcornLock-Up Period”), 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, 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, lend, make any short sale 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 Shares or any other securities so owned convertible into or into, exercisable or exchangeable for KDP Sharesor that represent the right to receive Shares (including, without limitation, Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”) or (2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the KDP SharesUndersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares or such other securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Undersigned’s Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for KDP Shares, Shares other than as contemplated in cash or otherwise or (3) make any demand for or exercise any right with respect the registration statement relating 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”)Offering. The Lock initial Lock-Up Restrictions Period will not apply commence on the date of this Lock-Up Agreement and continue and include the date 360 days after the date of the final prospectus used to sell Shares in the Offering pursuant to the Underwriting Agreement, provided, however, that if (1) after November 16, 2020, to up to 50.0% during the last 17 days of the total number initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of KDP Shares owned by the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Underwriting Agreement to provide written notice to the undersigned immediately following its receipt of any event that would result in an extension of the KDP Shares Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Notwithstanding the foregoing, (1) the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or (2) if the undersigned is a corporation, company, business entitytrust, association, limited liability company, partnership, limited liability partnership, limited liability limited partnership or other entity (collectively, the “Entities” or, individually, the “Entity”), the undersigned may transfer Shares or securities convertible into or exchangeable or exercisable for any Shares to distributions of KDP any person or Entity which controls, is directly or indirectly controlled by, or is under common control with the undersigned and, if the undersigned is a partnership or limited liability company, it may transfer the Shares or securities convertible into or exchangeable or exercisable for any Shares to its equity holders which may in turn distribute such KDP Shares to their equity holders; provided that in partners, former partners or an affiliated partnership (or members, former members or an affiliated limited liability company) managed by the same manager or managing partner (or managing member, as the case may be) or management company, or managed by an entity controlling, controlled by, or under common control with, such manager or managing partner (or managing member) or management company in accordance with partnership (or membership) interests; provided, in each case of transfer pursuant to clause (1) or (2), each recipient of that (x) such distribution must sign and deliver transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representative to Acorn an agreement on substantially the same terms as be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party in any public report or filing with the Securities and Exchange Commission shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided, that it shall apply to any of the Undersigned’s Securities issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided, that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Shares if such transfer would constitute a violation or breach of this Lock-Up Agreement. The undersigned understands that its agreement the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company or the Representative informs the other that it does not intend to proceed with the Lock Up Restrictions Offering, (ii) the Registration Statement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or (iii) the Offering is irrevocable and will be binding on the undersigned’s heirsnot completed by May 31, legal representatives, successors and assigns2014. The Lock undersigned understands that the Representative is entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Restrictions will Agreement. This Lock-Up Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York.. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation among the parties thereto. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. Very truly yours, _________________________________________ Printed Name of Holder By:______________________________________ Signature _________________________________________ Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)
Appears in 1 contract
Samples: Underwriting Agreement (Enerpulse Technologies, Inc.)
Form of Lock-Up Agreement. May 11, 2020 Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: The Chefs’ Warehouse, Inc. Ladies & Gentlemen: The undersigned agrees that, without the prior written consent is an owner 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 record 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 beneficially owns certain shares of common stock, par value $0.01 per share (the “KDP Shares”), of Keurig Xx Xxxxxx Inc. The Chefs’ Warehouse, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto (the “Company”), or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares (the “Offering”) for which you will act as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement (in carrying out the Offering and in entering into underwriting arrangements with the Company 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 (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of the Representative (which consent may be withheld in its sole discretion): · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as such term is used defined in Rule 13d-3 of under the Securities Exchange Act of 1934, as amended), Act) by the undersigned (or any other securities so owned convertible into such spouse or exercisable or exchangeable for KDP Sharesimmediate family member), (2) · enter into any swap or other arrangement that transfers to anotherSwap, 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 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 intention to do any of the foregoing. provided, that the foregoing restrictions shall not apply to the registration transfer 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% all of the total number of KDP Shares owned by the undersigned, either during his lifetime or on death, made (i) as a bona fide gift or gifts, (ii) to any trust, corporation, partnership and/or limited liability company the beneficiaries, stockholders, partners or members of which are exclusively the undersigned immediately following its and/or a member or members of the undersigned’s immediate family; (iii) in case of the death of the undersigned, by will or by the laws of intestate succession, to his or her executors, administrators, testamentary trustees, legatees or beneficiaries; or (iv) in connection with the exercise of options to purchase Shares or the receipt of Shares upon the KDP Shares vesting of restricted stock awards, in each case pursuant to employee benefit plans of the Company disclosed in public filings relating to the Offering, and (2) if the undersigned is a business entity, to distributions related transfer of KDP Shares to its equity holders which may in turn distribute the Company (a) deemed to occur upon the cashless exercise of such KDP options or (b) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such Shares to their equity holdersunder such restricted stock awards; provided provided, further, that in the case of clauses (2i), (ii) and (iii) of this paragraph, it shall be a condition to such transfer that: · each recipient of such distribution must sign transferee executes and deliver delivers to Acorn the Representative an agreement on substantially the same terms as the terms hereof. The undersigned understands that its agreement in form and substance satisfactory to the Lock Up Restrictions Representative stating that such transferee is irrevocable receiving and will be binding on holding such Shares and/or Related Securities subject to the undersigned’s heirsprovisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, legal representatives, successors and assigns. The Lock Up Restrictions will be governed by and construed engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and · prior to the laws expiration of the State Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of New YorkShares in connection with such transfer.
Appears in 1 contract
