Lock-Up Arrangements. (a) If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares.
(b) Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.
Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, Buyer shall agree not to sell or transfer any Shares (other than Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to any other underwritten public offering.
Lock-Up Arrangements. In consideration of the covenants and agreements of the Company contained herein, each Holder agrees that, in connection with any offering by the Company of its securities, whether for the account of the Company, any Holder, or any other holder of securities of the Company, such Holder shall, with respect to any Restricted Stock then held by such Holder which is not included in such offering, execute a customary "lock-up" agreement reasonably requested by the Company or, if such offering is an underwritten offering, by the underwriters in such offering; provided that the period of such agreement shall not exceed 180 days after the initial sale of securities in such offering.
Lock-Up Arrangements. St. Xxxx agrees that, upon the request of the Company, it shall agree to any lock-up arrangement requested by any underwriter for up to a 90 day period following the effectiveness of any Securities Act registration statement covering Capital Securities (but excluding any registration on Form S-8 under the Securities Act or any similar successor form), PROVIDED, that if such registration statement relates to a public offering of Common Shares, other than pursuant to a Demand Request, St. Xxxx has the right to submit a Piggy-Back Request to the Company pursuant to Section 2.2 without regard to the notice requirement in such section.
ARTICLE III RULE 144
Lock-Up Arrangements. The Company agrees to cause each option holder of the Company who has not entered into a Lock-up Letter contemplated hereunder to be subject to and comply with all of the restrictions set forth in such Lock-up Letter, including having a legend with respect to such restrictions on the certificates evidencing the Company’s Ordinary Shares, if any, to be issued to any such option holder upon exercise of the options during the Lock-Up Period and to enter into the Depositary Letter (as defined in Section 6(u) below) with the Depositary, and not to release the Depositary from any of its obligations set forth in, or otherwise amend, terminate or fail to enforce, the Depositary Letter during the Lock-Up Period.
Lock-Up Arrangements. (a) The following shall be inserted in the Merger Agreement as Subsection 1.7(i):
Lock-Up Arrangements. Each of the Transferors, other than IL Medtech, agrees to enter into a Lock-Up Agreement in form to be mutually agreed to by the Parties on the Closing Date, pursuant to which it agrees that until the date that is six months after the Closing Date, it shall not, directly or indirectly, sell, transfer, distribute, pledge, hypothecate or otherwise dispose of any Exchange Shares acquired pursuant to Unit Exchange, without the prior written consent of ParentCo. IL Medtech agrees to enter into a Lock-Up Agreement in form to be mutually agreed to by the Parties on the Closing Date, pursuant to which it agrees that until the date that is one year after the Closing Date, it shall not, directly or indirectly, sell, transfer, distribute, pledge, hypothecate or otherwise dispose of any Exchange Shares acquired pursuant to Unit Exchange, without the prior written consent of ParentCo. This Section 8.09 shall not apply to any Exempt Shares.
Lock-Up Arrangements. The Company will not, without the prior written consent of the Underwriter offer, sell, contract to sell or grant any option for the sale or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company (or any securities convertible into or exercisable for such shares of Common Stock) or register with the Commission any securities of the Company prior to the close of business on the date 12 months from the Effective Date, except for (i) the registration of the Units pursuant to the Registration Statement, (ii) shares issuable upon the exercise of options granted under the Company's 1997 Stock Option Plan, (iii) the exercise of Warrants associated with the Units, and (iv) the exercise of outstanding warrants.
Lock-Up Arrangements. Upon the consummation of an underwritten public offering yielding gross proceeds to the Company of at least $5,000,000 (a "Public Offering") the Holder agrees that upon the reasonable request of the managing underwriter selected for the Public Offering the Holder will allow for restrictions on sales of its shares pursuant to the Registration Statement for the period selected by the managing underwriter (not to exceed 180 days in any event), including without limitation, at a minimum, not to sell, make any short sale of, pledge, grant any option for the purchase of or otherwise dispose of or reduce its risk of ownership with respect to any Registrable Securities (other than those included in the registration) or other securities of the Company without the prior written consent of the Company or the managing underwriter, as the case may be. Additionally, Holder agrees to execute and deliver a lock-up letter (setting forth the above restrictions in greater detail) if requested by the managing underwriter or the Company in connection with any offering of Registrable Securities; provided that all members of management and all other major stockholders are required to execute and deliver a substantially similar letter.
Lock-Up Arrangements. In consideration of the covenants and agreements of the Company contained herein, each Holder agrees that, in connection with any offering by the Company of its securities, whether for the account of the Company, any Holder, or any other holder of securities of the Company, such Holder shall, with respect to any Restricted Stock then held by such Holder which is not included in such offering, execute a customary “lock-up” agreement reasonably requested by the Company or, if such offering is an underwritten offering, by the underwriters in such offering; provided that the period of such agreement shall not exceed 90 days (plus up to an additional 24 days in certain circumstances relating to the timing of earnings or other material news releases) after the initial sale of securities in such offering.
