Common use of Lock-Up Agreements of Company, Management and Affiliates Clause in Contracts

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriter (which consent may be withheld in its sole discretion), (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, or file with the Commission a registration statement under the Act to register, any Common Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Common Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The Company has caused each of its officers, directors and holders of three percent or more of its outstanding Common Shares to enter into agreements with the Underwriter in the form set forth in Exhibit A; the Company has used its reasonable commercial efforts to cause all other holders of its outstanding Common Shares to enter agreements with the Underwriter in the form set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.)

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Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriter (which consent may be withheld in its sole discretion), (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, or file with the Commission a registration statement under the Act to register, any Common Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Common Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The Company has caused each of its officers, directors and holders of three one percent (1%) or more of its outstanding Common Shares to enter into agreements with the Underwriter in the form set forth in Exhibit A; the Company has used its reasonable commercial efforts to cause all other holders of its outstanding Common Shares to enter agreements with the Underwriter in the form set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.)

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriter (which consent may be withheld in its sole discretion), (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, or file with the Commission a registration statement under the Act to register, any Common Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Common Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The Company has caused each of its officers, directors and holders of three one percent (1%) or more of its outstanding Common Shares to enter into agreements with the Underwriter in the form set forth in Exhibit A; the Company has used its reasonable commercial efforts to cause all other holders of its outstanding Common Shares to enter agreements with the Underwriter in the form set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.)

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Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriter (which consent may be withheld in its sole discretion), (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, or file with the Commission a registration statement under the Act to register, any Common Shares, ADSs, or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Common Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The Company has caused each of its officers, directors and holders of three one percent or more of its outstanding Common Shares to enter into agreements with the Underwriter in the form set forth in Exhibit A; the Company has used its reasonable commercial efforts to cause all other holders of its outstanding Common Shares to enter agreements with the Underwriter in the form set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.)

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