IPO Agreements Sample Clauses

IPO Agreements. Prior to any IPO, Holdco and the Holders shall enter into (i) a customary agreement with respect to various matters regarding such IPO and the rights and obligations of Holdco and the Holders in connection therewith, including customary registration rights, (ii) any Reorganization Transactions, and (iii) such other agreements with respect to various shareholder agreements as may be agreed in accordance with this Agreement. Holdco agrees to provide the Holders with customary indemnification rights in connection with any such agreements and IPO. All Holders will be required to enter into such agreements to the extent such agreements have been approved by Investor Supermajority Approval and to the extent provided for therein. ARTICLE IX
Sample 1
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IPO Agreements. The Controlling Shareholder may cause the Company to pursue an IPO at any time. Prior to or in connection with any IPO, the Parties shall enter into: (a) one or more agreements (the “IPO Agreements”) customary for preparation for or execution of an IPO and providing for the rights and obligations of the Shareholders and the other Parties in connection with the IPO and after the IPO, including demand Public Offering rights, as contemplated by Section 7.2 below, lock-ups (provided that the Controlling Shareholder’s lock-up is on no more favorable terms than those of the other Shareholders, unless otherwise determined by the underwriters) and provisions designed to result in, and recommended by the underwriter(s) of the IPO to facilitate, an orderly disposition of Securities by the Shareholders, the right of each Shareholder to exchange its Securities for IPO Securities such that the Shareholders either directly hold IPO Securities or acquire rights to proceeds of an IPO, in each case, up to such Shareholder’s pro rata entitlement (based on the right to receive equity proceeds) of the IPO Securities; (b) if such Parties are selling Securities, underwriting, purchase or placement or similar agreements pursuant to which Shareholders shall make customary selling shareholder representations, warranties, covenants and indemnities which are consistent with market practice at the applicable time (subject to customary limitations) in favor of underwriters, purchasers or placement agents; and (c) such other agreements with respect to various shareholder agreements as may be agreed in accordance with this Deed. The Company and its Subsidiaries agree to provide, and to cause the IPO Entity to provide, the Shareholders with customary indemnification rights substantially equivalent to those set forth in Section 9.1 and indemnification rights in connection with representations, warranties and covenants in any agreements entered into, or filings made, in connection with the IPO or any secondary Public Offering. All Parties will be required to enter into such agreements to the extent such agreements have been reasonably and in good faith approved by the Company and to the extent provided for therein, provided that the cost of preparing and negotiating such documents shall be borne by the Company or its Subsidiaries. The Parties agree to (at the cost of the Company or other relevant member of the Group): (a) take such steps and provide such cooperation and assistance to the G...
Sample 1
IPO Agreements. Prior to any IPO, Holdco and the Holders shall enter into (i) a customary agreement with respect to various matters regarding such IPO and the rights and obligations of Holdco and the Holders in connection therewith, including customary registration rights and requirements to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations, (ii) any Reorganization Transactions, and (iii) such other agreements with respect to various shareholder agreements as may be agreed in accordance with this Agreement. Holdco agrees to provide the Holders with customary indemnification rights in connection with any such agreements and IPO. All Holders will be required to enter into such agreements to the extent such agreements have been approved by Investor Supermajority Approval and to the extent provided for therein.
Sample 1
IPO Agreements. The IPO Agreements shall have been executed and delivered by the parties thereto, and executed copies of such agreements shall have been furnished to the Representatives and shall be in full force and effect.
Sample 1

Related to IPO Agreements

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Lockup Agreements (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) 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 ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

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