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. (a) Until and through the close of trading on May 28, 2010 (the “Lock-Up Period”), the Company will not directly or indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (2) file or cause to become effective a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clauses (1), (2) or (3) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion), other than (i) the Securities to be sold hereunder and Ordinary Shares issued upon exercise of Warrants sold hereunder, (ii) the issuance of employee stock options or shares of restricted stock pursuant to equity compensation plans adopted prior to the date of this Agreement, (iii) issuances of Ordinary Shares upon the exercise of options or warrants or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic filings with the Commission prior to the date of this Agreement or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement (as to (i), (ii) and (iii), provided such securities have not been amended after the date hereof); and (iv) the issuance by the Company of any Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement (collectively, the “Lock-Up Restrictions”). Notwithstanding the foregoing,...
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.
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(r) 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. 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. 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. (a) During the period beginning on the Closing Date and continuing to and including April 30, 2005, the Selling Unitholder hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of any securities of the Partnership (collectively, any such securities, “Partnership Securities”), or enter into any derivative transaction with similar effect as a sale of Partnership Securities, without the prior written consent of each of the Purchasers; provided, however, that the foregoing restrictions shall not apply to the sale of Purchased Units to the Purchasers pursuant to this Agreement.
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.
