Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred twenty (120) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (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 shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock 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 shares of common stock or other securities of the Company, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, warrants 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 foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock transferred pursuant to a trading plan established prior to June 12, 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Shares upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus. The Company has caused each of its officers and directors of the Company to enter into agreements with the Representative in the form set forth in Exhibit B.
Appears in 1 contract
Samples: Underwriting Agreement (Interpace Diagnostics Group, Inc.)
Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred twenty eighty (120180) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (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 shares of common stock, warrantsstock Warrants, or any securities convertible into or exercisable or exchangeable for common stock 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 shares of common stock stock, or other securities of the CompanyWarrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, warrants Warrants 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 foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock transferred issued pursuant to a trading plan established prior to June 12July 1, 2017 2018 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Shares Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit B.A.
Appears in 1 contract
Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred twenty ninety (12090) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (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 shares of common stock, stock warrants, or any securities convertible into or exercisable or exchangeable for common stock 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 shares of common stock stock, or other securities of the Companywarrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, warrants 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 foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock transferred issued pursuant to a trading plan established prior to June 12March 23, 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Shares Common Stock upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus. The Company has caused each of its officers and directors of the Company to enter into agreements with the Representative in the form set forth in Exhibit B.
Appears in 1 contract
Samples: Underwriting Agreement (Immune Pharmaceuticals Inc)
Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred twenty (120( 120 ) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of Maxim (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 shares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for common stock 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 shares of common stock or other securities of the Company, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, warrants 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 foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of common stock transferred pursuant to a trading plan established prior to June 1212 , 2017 pursuant to Rule 10b5-1 of the Exchange Act, and (C) the issuance of Shares upon the exercise of warrants as disclosed as outstanding in the Registration Statement, the General Disclosure Package or the Prospectus. The Company has caused each of its officers and directors of the Company to enter into agreements with the Representative in the form set forth in Exhibit B.
Appears in 1 contract
Samples: Underwriting Agreement (Interpace Diagnostics Group, Inc.)