Lock-Up; No Shorting Sample Clauses

Lock-Up; No Shorting. (a) Seller covenants and agrees, except as provided below, not to (i) offer, sell, contract to sell, grant any option to purchase, hypothecate, pledge or otherwise dispose of or (ii) transfer title to any of (A) the Purchase Price Shares or (B) the shares of Buyer Common Stock, Warrants or Warrant Shares (as defined in the Subscription Agreement) acquired by Seller pursuant to the Subscription Agreement (collectively, the “Locked-up Securities”), during the period commencing on the Closing Date and ending on the expiration of 18 months after the Closing Date (the “Lock-up Period”), without the prior written consent of Buyer. Notwithstanding the foregoing, Seller shall be permitted from time to time during the Lock-up Period, without the prior written consent of Seller, to participate in any transaction in which holders of Buyer Common Stock participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving Buyer, a disposition of Buyer Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for Buyer Common Stock. (b) Seller covenants and agrees that, for a period commencing on the date hereof and terminating eighteen months after the Closing Date, Seller will not (and will cause its Subsidiaries not to), directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to Buyer Common Stock, borrow or pre-borrow any shares of Buyer Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to Buyer Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from Buyer Common Stock or otherwise seek to hedge its position in Buyer Common Stock.
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Lock-Up; No Shorting. (a) Each Seller covenants and agrees, except as provided below, not to (i) offer, sell, contract to sell, grant any option to purchase, hypothecate, pledge or otherwise dispose of or (ii) transfer title to any of the Purchase Price Shares (the “Locked-up Securities”), during the period commencing on the Closing Date and ending on the expiration of 18 months after the Closing Date (the “Lock-up Period”), without the prior written consent of Buyer. Notwithstanding the foregoing, each Seller shall be permitted from time to time during the Lock-up Period, without the prior written consent of Buyer, to participate in any transaction in which holders of Buyer Common Stock participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving Buyer, a disposition of Buyer Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for Buyer Common Stock. (b) Each Seller covenants and agrees that, for a period commencing on the date hereof and terminating eighteen months after the Closing Date, such Seller will not (and will cause its Subsidiaries not to), directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to Buyer Common Stock, borrow or pre-borrow any shares of Buyer Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to Buyer Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from Buyer Common Stock or otherwise seek to hedge its position in Buyer Common Stock.
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Lock-Up; No Shorting. At the closing date of the Merger, all officers, directors and key employees of the Company, as well as any 5% holders of Pubco securities, will enter into a Lock-Up Agreement with Pubco for a term of 12 months whereby they agree to certain restrictions on the sale or disposition of all the Common Stock acquired by them in connection with the Merger. In addition, each such stockholder subject to Lock-Up Agreements shall agree that it will not, for the longer of two (2) years from the closing date of the Merger, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined under Rule 16a-1(h) of the Exchange Act) with respect to the Common Stock, or grant any other right with respect to the Common Stock or any security that includes, relates to or derives any material part of its value from the Common Stock, or otherwise seek to hedge its position in the Common Stock. Reference is made to the Securities Purchase Agreement (the “Purchase Agreement”) dated as of April 19, 2011 among Specialty Beverage and Supplement, Inc., a Nevada corporation (the “Company”) and the other signatories thereto, regarding 9% Convertible Subordinated Debentures of the Company. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. I, Xxxxx Xxxxxxx lll, hereby certify on behalf of the Company that: 1. I am the Chairman and Chief Executive Officer of the Company. 2. Attached hereto as Appendix A is a copy of a certificate of good standing of the Company, issued by the Nevada Secretary of State and dated no earlier than three business days before the Closing. 3. Attached hereto as Appendix B is a true, correct and complete copy of the Company’s Articles of Incorporation, as amended and restated and in effect on the date hereof. 4. Attached hereto as Appendix C is a true, correct and complete copy of the Company’s bylaws, as amended and restated and in effect on the date hereof. 5. Attached hereto as Appendix D is a true and correct copy of resolutions of the Board of Directors of the Company, which resolutions are in full force and effect and have not been amended. Dated as of April 19, 2011 By: /s/ Xxxxx Xxxxxxx III Name: Xxxxx Xxxxxxx III Title: Chairman and Chief Executive Officer Reference is made to the Securities Purchase Agreement (“Purchase Agreement”)...
Sample 1

Related to Lock-Up; No Shorting

  • No Shorting The Purchaser or any of its affiliates and investment partners has not, will not and will not cause any person or entity, to directly engage in “short sales” of the Company’s Common Stock as long as the Note shall be outstanding.

  • No Short Sales Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

  • No Short Selling The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Restriction on Short Sales The Buyers agree that, so long as any of the Notes remain outstanding, but in no event less than two (2) years from the date hereof, the Buyers will not enter into or effect any “short sales” (as such term is defined in Rule 3b-3 of the 0000 Xxx) of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock.

  • Lock-Up Period Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Lock-Ups The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.

  • Lock-Up Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • DIRECT ORDERING WITHOUT A FURTHER COMPETITION 2.1 Subject to paragraph 1.2 above any Contracting Body ordering the Services under this Framework Agreement without holding a further competition shall: 2.1.1 develop a clear Statement of Requirements setting out its requirements for the Services; and 2.1.2 apply the Direct Award Criteria to the catalogue of the Services for all Suppliers capable of meeting the Statement of Requirements in order to establish which of the Framework Suppliers provides the most economically advantageous solution; and 2.1.3 on the basis set out above, award its Services Requirements by placing an Order with the successful Framework Supplier in accordance with paragraph 7 below.

  • Limitation on Short Sales and Hedging Transactions The Buyer agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 0000 Xxx) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

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