Common use of Further Agreements of the Selling Stockholders Clause in Contracts

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (i) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter. (b) 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 Securities Act), relating to the Stock; (c) To deliver to the Underwriter prior to the Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Mbia Inc)

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Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period of 180 days from the Lock-Up Perioddate of the Prospectus, not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock stock (other than the Stock), ) or (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter.Xxxxxx Brothers Inc. (b) Neither That the Stock to be sold by the Selling Stockholder nor any person acting on behalf hereunder, which is represented by the certificates held in custody for the Selling Stockholder, is subject to the interest of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any 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 Securities Act), relating to the Stock;event. (c) To deliver to the Underwriter Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) person or Form W-9 (if the Selling Stockholder is a United States person.). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably would be expected to cause or result in constitute, the stabilization or manipulation of the price of any security securities of the Company in connection with the offering of the StockCompany. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (CVC Inc)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period commencing on the date hereof and ending on the 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Xxxxxxx, on behalf of the UnderwriterUnderwriters; and to cause each officer, director and stockholder of the Company set forth on Schedule 4 attached hereto to furnish to Xxxxxx Xxxxxxx, on behalf of the Underwriters, prior to the Delivery Date, a letter or letters, substantially in the form of Exhibit F hereto (the “Lock-Up Agreements”); The foregoing restrictions shall not apply to: (a) the sale of Stock to the Underwriters pursuant to this Agreement; (b) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof, provided that the restrictions shall apply to any shares of the Company’s capital stock issued upon such exercise, or (c) sales or other dispositions of shares of any class of the Company’s capital stock, in each case that are made exclusively between and among such Selling Stockholder or members of the such Selling Stockholder’s family, or affiliates of the such Selling Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer described in clause (c) that (i) the transferee/donee agrees with Xxxxxx Xxxxxxx, on behalf of the Underwriters, to be bound by the terms of a lock-up letter agreement substantially in the form of this Section 7(a), (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-Up Period), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) such Selling Stockholder notifies Xxxxxx Xxxxxxx, on behalf of the Underwriters, at least two business days prior to the proposed transfer or disposition. (b) Neither the such Selling Stockholder nor any person acting on behalf of the such Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer use, prior to the completion of the Underwriters’ distribution of Stock, any “free writing prospectus” (as defined in Rule 405 under of the Securities ActRules and Regulations), relating to the Stock;. (c) To Such Selling Stockholder shall deliver to the Underwriter Underwriters prior to the Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period commencing on the date hereof and ending on the 60th day after the date of the Prospectus (the “Selling Stockholder Lock-Up Period”), not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Lxxxxx Brothers Inc., on behalf of the Underwriter.Underwriters; (b) Notwithstanding the foregoing, if (1) during the last 17 days of the Selling Stockholder Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Selling Stockholder Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Selling Stockholder Lock-Up Period, then the restrictions imposed in Section 7(a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Lxxxxx Brothers Inc., on behalf of the Underwriters, waive such extension in writing; provided, however, that this paragraph shall not apply if the Underwriters publish or distribute any research regarding an earnings release, material news or a material event, and such research complies with Rule 139 of the Securities Act and the Common Stock is “actively traded” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act; provided further, however, that if the Representative releases any Selling Stockholder from the restrictions imposed by Section 7(a), in whole or in part, the Representative will be required to provide notice of such release contemporaneously to the other Selling Stockholders and release each of the other Selling Stockholders to sell the same pro rata portion of the remaining shares of Common Stock then owned by such other Selling Stockholder; (c) That the Stock to be sold by the Selling Stockholder hereunder is subject to the interest of the Underwriters and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event; (d) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act405), relating to the Stock; (ce) To deliver to the Underwriter Representative prior to the Initial Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Offshore Inc)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii1) above or this clause (2) is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Brothers Inc., on behalf of the UnderwriterUnderwriters. The foregoing shall not apply to (1) transfers of any shares of Common Stock as required by operation of law or in connection with any valid order, decree or ruling of a court of competent jurisdiction or (2) the exercise of options under stock option plans or employee benefit plans in effect on the date hereof. In addition, notwithstanding the foregoing, the undersigned may transfer the undersigned's shares of Stock (a) as a bona fide gift or gifts or (b) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided that in any such case, (i) it shall be a condition to the transfer that the donee or transferee execute an agreement stating that the donee or transferee is receiving and holding such Stock subject to the provisions of this Agreement and has been in compliance with the terms of this Agreement since the date first written above as if it had been an original party hereto, (ii) any such transfer shall not involve a disposition for value, (iii) no filing by any party (donor, donee, transferor, transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer, and (iv) each party (donor, donee, transferor, transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxx Brothers Inc., on behalf of the Underwriters, waives such extension in writing. The Selling Stockholder hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this provision during the period from the date of this Agreement to and including the 34th day following the expiration of the 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 such may have been extended pursuant to this paragraph) has expired. Notwithstanding anything herein to the contrary, in the event that the Selling Stockholders have not sold the Firm Stock as contemplated in Section 3 on or prior to [ , 2005], this Section 7(a) shall be of no force or effect. (b) Neither That the Stock to be sold by the Selling Stockholder nor any person acting on behalf hereunder is subject to the interest of the Underwriters and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any 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 Securities Act), relating to the Stock;event. (c) To deliver to the Underwriter Representative prior to the Initial Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Middleby Corp)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (with the exception of any registration statement filed pursuant to Rule 462(b) in connection with the sale of the Shares to the Underwriter pursuant to this Agreement filing on Form S-8 related to the Company’s incentive plan) or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter, and to cause each of its affiliated entities set forth on Schedule 2 hereto to furnish to the Underwriter, prior to the date hereof, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, and to the extent that the Underwriter is unable to publish research reports on the Company under Rule 139 of the Securities Act and/or pursuant to NASD Rule 2711 of the rules and regulations of the Financial Industry Regulatory Authority, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Underwriter waives such extension in writing. The foregoing paragraph shall not apply to (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as (i) bona fide gifts, (ii) transfer by will or intestacy to the undersigned’s legal representatives or heirs, (iii) sales or other dispositions of shares of any class of the Company’s capital stock that are made exclusively between and among the undersigned or members of the undersigned’s family (including any trust for the benefit of the undersigned or the undersigned’s immediate family), (iv) Common Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (v) transfer of shares of Common Stock to affiliates of the undersigned or to any investment fund or other entity controlled by the undersigned, its partners (if a partnership) or members (if a limited liability company) and (vi) Common Stock acquired by the undersigned in the open market transactions after the Offering; provided that it shall be a condition to any such transfer that (i) except in the case of (B)(ii) above, the transferee/donee agrees to be bound by the terms of the lock-up letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 45-day period referred to above), (iii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies the Underwriter at least two business days prior to the proposed transfer or disposition. (b) Prior to engaging in any transaction or taking any other action that is subject to the terms of Section 7(a) during the period from the date of this Agreement to and including the 34th day following the expiration of the 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 such may have been extended pursuant to Section 7(a)) has expired. (c) 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 Securities Act405), relating to the Stock;. (cd) To deliver to the Underwriter prior to the Delivery 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 Selling Stockholder is a United States person)W-9. (de) The To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Stock, if any, to be sold by such Selling Stockholder. (f) Such Selling Stockholder will not takehas not, directly or indirectlyprior to the execution of this Agreement, distributed any action designed to or that has constituted or that reasonably would be expected to cause or result in “prospectus” (within the stabilization or manipulation meaning of the price of any security of the Company Securities Act) or offering material in connection with the offering or sale of the Stock. (e) The Selling Stockholder will do Stock other than the Registration Statement and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery DatePricing Disclosure Package, and to satisfy all conditions precedent to will not, at any time on or after the Underwriter’s obligations hereunder to purchase execution of this Agreement, distributed any “prospectus” (within the Stockmeaning of the Securities Act) of offering material in connection with the offering or sale of the Stock other than the Pricing Disclosure Package and the then most recent Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Ntelos Holdings Corp)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period commencing on the date hereof and ending on the 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company Company, or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each Underwriter; The foregoing restrictions shall not apply to: (i) the Underwritersale of Stock to the Underwriters pursuant to this Agreement; (ii) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof, provided that the restrictions shall apply to any shares of the Company’s capital stock issued upon such exercise, (iii) for the avoidance of doubt, the general partner of any Selling Stockholder or (iv) sales or other dispositions of shares of any class of the Company’s capital stock, in each case that are made exclusively between and among such Selling Stockholder or members of such Selling Stockholder’s family, or affiliates of such Selling Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer described in clause (iv) that (A) the transferee/donee agrees with the Underwriters, to be bound by the terms of a lock-up letter agreement substantially in the form of this Section 7(a), (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-Up Period), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (D) such Selling Stockholder notifies the Underwriters, at least two business days prior to the proposed transfer or disposition. (b) Neither the such Selling Stockholder nor any person acting on behalf of the such Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer use, prior to the completion of the Underwriters’ distribution of Stock, any “free writing prospectus” (as defined in Rule 405 under of the Securities ActRules and Regulations), relating to the Stock;. (c) To Such Selling Stockholder shall deliver to the Underwriter Underwriters prior to the Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (with the exception of any registration statement filed pursuant to Rule 462(b) in connection with the sale of the Shares to the Underwriters pursuant to this Agreement filing on Form S-8 related to the Company’s incentive plan) or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentatives, on behalf of the Underwriters, and to cause each of its affiliated entities set forth on Schedule 3 hereto to furnish to the Representatives, prior to the date hereof, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, and to the extent that any of the Underwriters are unable to publish research reports under Rule 139 of the Securities Act and/or pursuant to NASD Rule 2711 of the rules and regulations of the Financial Industry Regulatory Authority, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waive such extension in writing. The foregoing paragraph shall not apply to (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as (i) bona fide gifts, (ii) transfer by will or intestacy to the undersigned’s legal representatives or heirs, (iii) sales or other dispositions of shares of any class of the Company’s capital stock that are made exclusively between and among the undersigned or members of the undersigned’s family (including any trust for the benefit of the undersigned or the undersigned’s immediate family), (iv) Common Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (v) transfer of shares of Common Stock to affiliates of the undersigned or to any investment fund or other entity controlled by the undersigned, its partners (if a partnership) or members (if a limited liability company) and (vi) Common Stock acquired by the undersigned in the open market transactions after the Offering; provided that it shall be a condition to any such transfer that (i) except in the case of (B)(ii) above, the transferee/donee agrees to be bound by the terms of the lock-up letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 90-day period referred to above), (iii) except in the case of clauses (A), (B)(iv), (B)(v) and (B)(vi) above, each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies the Representatives at least two business days prior to the proposed transfer or disposition. (b) Prior to engaging in any transaction or taking any other action that is subject to the terms of Section 7(a) during the period from the date of this Agreement to and including the 34th day following the expiration of the 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 such may have been extended pursuant to Section 7(a)) has expired. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act405), relating to the Stock;. (cd) To deliver to the Underwriter Representatives prior to the Initial Delivery 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 Selling Stockholder is a United States person)W-9. (de) The To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Stock, if any, to be sold by such Selling Stockholder. (f) Such Selling Stockholder will not takehas not, directly or indirectlyprior to the execution of this Agreement, distributed any action designed to or that has constituted or that reasonably would be expected to cause or result in “prospectus” (within the stabilization or manipulation meaning of the price of any security of the Company Securities Act) or offering material in connection with the offering or sale of the Stock. (e) The Selling Stockholder will do Stock other than the Registration Statement and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery DatePricing Disclosure Package, and to satisfy all conditions precedent to will not, at any time on or after the Underwriter’s obligations hereunder to purchase execution of this Agreement, distributed any “prospectus” (within the Stockmeaning of the Securities Act) of offering material in connection with the offering or sale of the Stock other than the Pricing Disclosure Package and the then most recent Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Lumos Networks Corp.)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition"), or publicly disclose the intention to make any such Disposition of, any Securities, now owned or hereafter acquired directly by the Selling Stockholder or with respect to which the Selling Stockholder has or hereafter acquires the power of disposition, otherwise than (i) offer for saleas a bona fide gift or gifts, sellprovided the donee or donees thereof agree in writing to be bound by this restriction; (ii) as a distribution to partners or shareholders of the Selling Stockholder, pledge provided that the distributees thereof agree in writing to be bound by the terms of this restriction; (iii) sales to the Underwriters of Firm Shares pursuant to this Agreement; or otherwise dispose (iv) with the prior written consent of (Xxxxxx Brothers Inc. The foregoing restriction is expressly agreed to preclude the Selling Stockholder from engaging in any hedging, swap, derivatives, forward, future, or enter into any other transaction or device that which is designed to, to or could be reasonably expected to, to lead to or result in a Disposition of Securities during the disposition Lock-up Period, even if Securities would be disposed of by someone other than the Selling Stockholder. Such prohibited hedging or other transactions would include, without limitation, any person short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any purchase by significant part of its value from Securities. In addition, each Selling Stockholder agrees that, during the Company Lock-Up Period, and without the prior written consent of shares held Xxxxxx Brothers Inc., it will not make any demand for, or exercise any right with respect to, the registration of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter. (b) Neither That the Firm Shares to be sold by such Selling Stockholder nor any person acting on behalf hereunder which is represented by the certificates held in custody for such Selling Stockholder is subject to the interest of the Underwriters, that the arrangements made by such Selling Stockholder (for such custody are to that extent irrevocable except as provided in the Custody Agreement, and that the obligations of such Selling Stockholder hereunder shall not be terminated by any act of such Selling Stockholder by operation of law, by the death or incapacity of any indidual Selling Stockholder, or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any 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 Securities Act), relating to the Stock;event; and (c) To deliver to the Underwriter Representatives prior to the Delivery Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States person) ), or Form W-9 (if the such Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Lantronix Inc)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During Except as explicitly permitted in such Selling Stockholder’s Lock-Up Agreement during the Lock-Up Period, not to, directly or indirectly, (i) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or confidentially submit or file or cause to be confidentially submitted or filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company Company, or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. on behalf of the UnderwriterUnderwriters. (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock; (c) To deliver to the Underwriter Representative prior to the Initial Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the each Delivery Date, and to satisfy all conditions precedent to the Underwriter’s Underwriters’ obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Blink Charging Co.)

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Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period of 90 days from the Lock-Up Perioddate hereof, not tosuch Selling Stockholder shall not, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), ) or (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the UnderwriterUnderwriters, subject in each case to the exceptions set forth in Exhibit A; provided that if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company 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) Neither Such 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, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Stock. (c) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Stock by an underwriter or dealer may be required under the Securities Act, of (i) any change in information in the Registration Statement or the Prospectus relating to such Selling Stockholder and (ii) if such person is a Company Selling Stockholder, any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties and any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Company Selling Stockholder. (d) The Stock to be sold by the Selling Stockholder nor any person acting on behalf hereunder, which is represented by certificates held in custody for the Selling Stockholder is subject to the interest of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any 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 Securities Act), relating to the Stock;event. (ce) To Such Selling Stockholder shall deliver to the Underwriter Representatives prior to the First Delivery Date a properly completed and executed applicable United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (df) The Selling Stockholder will not takeTo cooperate with the Company and the Underwriters and to execute and deliver, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected use its best efforts to cause or result to be executed and delivered, all such other instruments, and take all such other actions as such party may reasonably be requested to take by the Company and the Underwriters from time to time, in order to effectuate the sale of the Stock in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stockcontemplated hereby. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Netgear Inc)

Further Agreements of the Selling Stockholders. Each Selling ---------------------------------------------- Stockholder agrees, severally and not jointly: (a) During For a period of 90 days from the Lock-Up Perioddate of the Prospectus, not to, directly or indirectly, (iindirectly,(1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock)Stock and, in the case of Xx. Xxxx, the Foundation Shares) or (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter.Xxxxxx Brothers Inc.; (b) Neither That the Stock to be sold by the Selling Stockholder nor any person acting on behalf hereunder, which is represented by the certificates or options held in custody for the Selling Stockholder, is subject to the interest of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder (hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any 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 Securities Act), relating to the Stockevent; (c) To deliver to the Underwriter Representatives prior to the First Delivery 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 Selling Stockholder is a United States person).W- 9; and (d) The Selling Stockholder will not takeTo convert, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the First Delivery Date, and all shares of Class B Common Stock that are owned by the Selling Stockholder into shares of Common Stock, or to satisfy all conditions precedent exercise, prior to the Underwriter’s obligations hereunder First Delivery Date, all options to purchase shares of Common Stock, as the Stockcase may be, which shares will constitute not less than the required number of shares of Stock to be sold by the Selling Stockholder to the Underwriters under this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Maxwell Shoe Co Inc)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During the Lock-Up Period, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could would be expected to, result in the disposition by any person (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii) 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 such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company Company, or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., on behalf of the UnderwriterUnderwriters. (b) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock;. (c) To deliver to the Underwriter Representatives prior to the Initial Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the each Delivery Date, and to satisfy all conditions precedent to the Underwriter’s Underwriters’ obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (WatchGuard, Inc.)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly, agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (i1) offer for saleoffer, pledge, sell, pledge purchase any options or contracts to sell, sell any options or contracts to purchase or otherwise dispose of or transfer (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into into, exchangeable for, exercisable for or exercisable or exchangeable for repayable with Common Stock (other than the Stock), (ii2) enter into any swap or other derivatives transaction agreement that transfers to another, in whole or in part, any of the economic benefits or risks consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or to file or cause to be filed prior to the expiration of the Lock-Up Period a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertibleconvertible into, exercisable for, exchangeable for or exchangeable into repayable with Common Stock or any other securities of the Company or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of Xxxxxx Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bear, Xxxxxxx & Co. Inc., on behalf of the UnderwriterUnderwriters; notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless each of Xxxxxx Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bear, Xxxxxxx & Co. Inc., on behalf of the Underwriters, waive such extension in writing. Notwithstanding the foregoing, the restrictions set forth in this Section 7(a) shall not apply to (i) the sale of the Stock to the Underwriters pursuant to this Agreement; (ii) dispositions or transfers in connection with the Reorganization as contemplated in the most recent Preliminary Prospectus; (iii) the exercise of stock options granted pursuant to the Company’s and its subsidiaries’ stock option/incentive plans; (iv) the exercise of stock options otherwise outstanding on the date hereof and disclosed in the most recent Preliminary Prospectus, provided that the restrictions referred to herein shall apply to any shares of the Company’s and its subsidiaries’ capital stock issued upon such exercise; or (v) sales, transfers or other dispositions of shares of any class of the Company’s or its subsidiaries’ capital stock, in each case that are made exclusively between and among such Selling Stockholder and affiliates of such Selling Stockholder, including partners (if a partnership), members (if a limited liability company) or employees of such Selling Stockholder and its affiliates; provided that it shall be a condition to any such transfer described in this clause (v) that (A) the transferee/donee agrees to be bound by the terms of the Lock-Up Agreement to the same extent as if the transferee/ donee were a party thereto; (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or disposition (other than a filing on Forms 3, 4 or 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 180 day period referred to above), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (D) such Selling Stockholder notifies the Representatives at least two business days prior to the proposed transfer or disposition. (b) Prior to engaging in any transaction or taking any other action that is subject to the terms of Section 7(a) during the period from the date of this Agreement to and including the 34th day following the expiration of the 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 such may have been extended pursuant to Section 7(a)) has expired. For the avoidance of doubt, the Company shall use its reasonable best efforts to notify the Selling Stockholders and any person who signs a Lock-Up Agreement of any anticipated extension of the Lock-Up Period as promptly as reasonably practicable. (c) Neither the such Selling Stockholder nor any person acting on behalf of the such Selling Stockholder (other than, if applicable, the Company and the UnderwriterUnderwriters) shall use or refer use, prior to the completion of the Underwriters’ distribution of Stock, any “free writing prospectus” (as defined in Rule 405 under the Securities Act405), relating to the Stock;, except for any Issuer Free Writing Prospectus. (cd) To deliver to the Underwriter Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States person) or Form W-9 (if the such Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Mobile USA, Inc.)

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly: (a) During For a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) 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 (other than any purchase by the Company of shares held any of the Selling Stockholders or by any of their affiliates) at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (ii2) 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 such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter. The foregoing restrictions shall not apply to: (a) the sale of Stock to the Underwriter pursuant to this Agreement; (b) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof, provided that the restrictions shall apply to any shares of the Company’s capital stock issued upon such exercise, or (c) sales or other dispositions of shares of any class of the Company’s capital stock, in each case that are made exclusively between and among such Selling Stockholder or members of the such Selling Stockholder’s family, or affiliates of the such Selling Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer described in clause (c) that (i) the transferee/donee agrees with the Underwriter to be bound by the terms of a lock-up letter agreement substantially in the form of this Section 7(a), (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-Up Period), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) such Selling Stockholder notifies the Underwriter at least two business days prior to the proposed transfer or disposition. (b) Neither the such Selling Stockholder nor any person acting on behalf of the such Selling Stockholder (other than, if applicable, the Company and the Underwriter) shall use or refer use, prior to the completion of the Underwriter’s distribution of Stock, any “free writing prospectus” (as defined in Rule 405 under of the Securities ActRules and Regulations), relating to the Stock;. (c) To Such Selling Stockholder shall deliver to the Underwriter prior to the Delivery 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 Selling Stockholder is a United States person). (d) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Delivery Date, and to satisfy all conditions precedent to the Underwriter’s obligations hereunder to purchase the Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

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