Lock-Up Period. The EQT Parties will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted period.
Appears in 2 contracts
Samples: Underwriting Agreement (EQT Midstream Partners, LP), Underwriting Agreement (EQT Midstream Partners, LP)
Lock-Up Period. The EQT Parties (a) During the twelve (12) month period following the Effective Date, as extended for an additional the twelve (12) month period following the closing date of the Second PPO (assuming that such closing occurs within five (5) months of the closing of the First PPO) (the “Restricted Period”), the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of eighteen (18) months immediately following the Closing Date, as extended for an additional eighteen (18) months following the closing date of the Second PPO (assuming that such closing is within five (5) months of the closing of the First PPO), the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to the Common Units Stock or with respect to any securities security that includes, is convertible into, into or exercisable, exercisable for or exchangeable for, derives any significant part of its value from the Common Units; Stock or publicly announce an intention otherwise seek to effect any such transaction, for a period of 180 days after hedge the date of this Agreement (the “Lock-Up Period”). The restrictions contained Restricted Holder’s position in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or Stock.
(c) the issuance by the Partnership of equity awards pursuant Notwithstanding anything contained herein to the EQT Midstream Servicescontrary, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating Restricted Holder shall be permitted to such plan. Notwithstanding the foregoing, if engage in any Disposition (i) during where the last 17 days of other party to such Disposition is another Restricted Holder and the 180-day restricted period, transferee agrees in writing that the Partnership issues an earnings release or announces material news or a material event relating Restricted Securities shall continue to be subject to the Partnership occurs; or restrictions on transfer set forth in this Agreement, (ii) prior where such Disposition is a bona fide gift or gifts and the donee takes title to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual Restricted Securities subject to the restricted period pursuant restrictions on transfer set forth in this Agreement, (iii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, and the transferee takes title to such Restricted Securities subject to the lock-up letters described restrictions on transfer set forth in Section 6(jthis Agreement, or (iv) with prior notice of any where such announcement or occurrence that gives rise Disposition is to an extension affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the restricted periodgrantor of such trust(s)) as long as such affiliate executes a copy of this Agreement.
Appears in 2 contracts
Samples: Lock Up Agreement (Tyme Technologies, Inc.), Lock Up Agreement (Tyme Technologies, Inc.)
Lock-Up Period. The EQT Parties will not(a) Each Shareholder agrees, without the prior written consent of each Citigroup Global Markets Inc. in connection with any underwritten public offering in which such Shareholder is eligible to and Barclays Capital Inc., offer, sell, contract has elected to sell, pledgeinclude Registrable Securities, or otherwise dispose ofwhich underwritten public offering of Equity Securities substantially similar to the Registrable Securities is being effected by the Company for its own account, not to effect any public sale or distribution of any Registrable Securities (or enter similar Company Equity Securities) (or securities convertible into any transaction or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (except as part of such underwritten public offering) during the initial period commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the effective date of the registration statement of the Company under the Securities Act pursuant to which is designed tosuch underwritten offering shall be made or, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) case of a registration statement of the Company under the Securities Act that contemplates an offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with the Commission in respect ofsuch offering (each such 90-day period, or establish such shorter period as the managing or increase a put equivalent position or liquidate or decrease a call equivalent position within lead underwriter(s) selected by the meaning of Section 16 Company may permit, the “Initial Lock-up Period”); provided, however, that such Initial Lock-Up Period may be extended at the discretion of the Exchange Act, any other Common Units managing or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period lead underwriter(s) selected by the Company if (i) during the last 17 days of 180 days after the date of this Agreement (the “Initial Lock-Up Period”, the Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Initial Lock-Up Period; and provided further, that in the case of either (i) or (ii), the managing or lead underwriter may extend such Initial Lock-Up Period until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable. The restrictions contained Company will provide written notice of any event that would result in an extension of the preceding Initial Lock-Up Period pursuant to the previous sentence to each Shareholder. The sum of all lockup periods under this Section 3.5(a) shall not apply exceed 220 days in any given 12-month period and any applicable lockup period shall terminate on such earlier date as the Company gives notice to (a) such Shareholder that the Units Company declines to be sold hereunder, proceed with any such offering.
(b) In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 3.1 or Section 3.2, the issuance Company will not effect any public sale or distribution of any Registrable Securities (or similar Company Equity Securities) (or securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such underwritten offering), during the period commencing on, and continuing for not more than 180 days (or such shorter period as the managing or lead underwriter(s) selected by the Partnership Company may permit) after the effective date of Common Units and other securities the registration statement of the Company under the Securities Act pursuant to the Contribution Agreement as described which such underwritten offering shall be made or, in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership case of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement of the Company under the Securities Act that contemplates an offering to be made on Form S-8 relating a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 180 days (or such plan. Notwithstanding shorter period as the foregoingmanaging or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with such offering, or, in either case, on such earlier date as the Demand Member or the Requesting Demand Member, as applicable, gives notice to the Company that it declines to proceed with any such offering, provided, however, that such 180-day period may be extended at the discretion of the managing or lead underwriter(s) selected by the Company if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an Company releases earnings release results or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership Company announces that it will release earnings results during the 1615-day period beginning on following the last day of the 180-day period; and provided further, then that in the restrictions imposed in this clause shall continue to apply case of either (i) or (ii), the managing or lead underwriter may extend such period until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the announcement of the material news or the occurrence material event, as applicable. The provisions of the material event unless prior sentence shall not apply to (i) the Representatives waive issuance of Registrable Securities (or similar Company Equity Securities) upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for Registrable Securities (or similar Company Equity Securities) pursuant to the terms of such extension options, warrants or other securities, and (ii) pursuant to the terms of any other agreement to issue Registrable Securities (or similar Company Equity Securities) (or any securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) in writingeffect on the date of the notice of a proposed Transfer. The Partnership will provide Notwithstanding the Representatives and any co-managers and each individual foregoing, the provisions of this Section 3.5 shall be subject to the restricted period provisions of Section 3.4, and if the Company exercises its rights of postponement pursuant to Section 3.4 with respect to any proposed underwritten public offering, the lock-up letters described in provisions of this Section 6(j) with prior notice of any 3.5 shall not apply unless and until such announcement time as the Company notifies the Demand Member or occurrence that gives rise to an extension the Requesting Demand Member, as applicable, of the restricted periodtermination of such postponement and the Demand Member or the Requesting Demand Member, as applicable, notifies the Company of its intention to continue with such proposed offering.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholder Agreement (Chrysler Group LLC)
Lock-Up Period. The EQT Parties will notCompany hereby agrees that, without the prior written consent of each Citigroup Global Markets Inc. Xxxx, it will not, during the period ending on and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days 30th day after the date of this Agreement hereof (as the same may be extended as described below, the “Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, including, but not limited to, any pursuant to the Company’s Sales Agreement with Xxxxx and Company, LLC dated March 13, 2013 and the Company’s Stock Purchase Agreement with Terrapin Opportunity, L.P. dated December 5, 2012; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock. The restrictions contained in the preceding sentence shall not apply to (a1) the Units Shares to be sold hereunder, (b2) the issuance by the Partnership of shares of Common Units Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding exhibits thereto) or the Prospectus, and other securities (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock awards or restricted stock units pursuant to the Contribution Agreement as equity incentive plans described in the Registration Statement, the Disclosure Package Statement (excluding exhibits thereto) and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such planProspectus. Notwithstanding the foregoing, if (ix) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (iiy) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodUp Period, then the restrictions imposed in by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event event, unless the Representatives waive Xxxx waives such extension in writing. The Partnership will provide ; provided, however, that this sentence shall not apply if (A) the Representatives Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4) (B) the Company’s securities are “actively traded” as defined in Rule 101(c)(1) of Regulation M of the Exchange Act and (C) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by the Placement Agent, of any co-managers and each individual subject research reports relating to the restricted period pursuant to Company during the lock15 days before or after the last day of the Lock-up letters described in Section 6(j) with prior notice of any Period (before giving effect to such announcement or occurrence that gives rise to an extension of the restricted periodextension).
Appears in 2 contracts
Samples: Placement Agency Agreement (Delcath Systems, Inc.), Placement Agency Agreement (Delcath Systems, Inc.)
Lock-Up Period. The EQT Parties will notCompany hereby agrees that, without the prior written consent of each Citigroup Global Markets Inc. Chardan, it will not, during the period ending on and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days 90th day after the date of this Agreement the Prospectus Supplement (as the same may be extended as described below, the “Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (a1) the Units Shares to be sold hereunder, (b2) the issuance by the Partnership of Common Units Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding exhibits thereto) or the Prospectus, and other securities (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock awards or restricted stock Securities pursuant to the Contribution Agreement as equity incentive plans described in the Registration Statement, the Disclosure Package Statement (excluding exhibits thereto) and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such planProspectus. Notwithstanding the foregoing, if (ix) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (iiy) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodUp Period, then the restrictions imposed in by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event event, unless the Representatives waive Chardan waives such extension in writing. The Partnership will provide ; provided, however, that this sentence shall not apply if (A) the Representatives Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4) (B) the Company’s securities are “actively traded” as defined in Rule 101(c)(1) of Regulation M of the Exchange Act and (C) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by the Placement Agent, of any co-managers and each individual subject research reports relating to the restricted period pursuant to Company during the lock15 days before or after the last day of the Lock-up letters described in Section 6(j) with prior notice of any Period (before giving effect to such announcement or occurrence that gives rise to an extension of the restricted periodextension).
Appears in 2 contracts
Samples: Placement Agency Agreement (Inventergy Global, Inc.), Placement Agency Agreement (Inventergy Global, Inc.)
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period; provided, further however, that such Restricted Period shall be subject to earlier termination with the written approval of the lead underwriter of any underwritten public offering of Parent’s equity or convertible securities for gross proceeds to Parent of at least $25 million. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. The Restricted Holder may sell some or all of the Restricted Securities so long as the purchaser complies with the provisions of Section 3(m) of this Agreement.
(b) In addition, during the period of twelve (12) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of the Parent Common Units Stock or with respect to any securities security that includes, is convertible intointo or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, or exercisablethe Restricted Holder shall be permitted to:
(i) engage in any Disposition for up to an aggregate of 5% of the Restricted Securities in each 30-day period during the Restricted Period (and accrued unsold amounts, or exchangeable forif any), Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after commencing on the date of this Agreement Agreement.
(ii) engage in any Disposition (w) where the “Lockother party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement, (x) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-Up Period”vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (y) upon the written approval of the lead underwriter in any underwritten public offering of Parent’s securities, or (z) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s). The ) as long as such affiliate executes a copy of this Agreement.
(d) Notwithstanding anything contained herein to the contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance any shares of Parent Common Stock acquired by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described Restricted Holder in the Registration Statement, open market after the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days closing of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodMerger.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Share Exchange, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other Common Units party to such Disposition is another Restricted Holder, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, (iii) upon the written approval of the lead underwriter in any underwritten public offering of Company securities, (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or any securities convertible into, one or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement or (v) the “Lock-Up Period”). The Restricted Holder is an entity and such Disposition is to that entity’s shareholders, members, or other persons or entities that comprise the Restricted Holder’s ownership structure ..
(d) Notwithstanding anything contained herein to the contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership any shares of Common Units and other securities pursuant to the Contribution Agreement as described Stock acquired by Restricted Holder in the Registration Statement, Private Placement Offering or in the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Samples: Lock Up Agreement (Symbid Corp.)
Lock-Up Period. The EQT Parties will not(i) For purposes of this Agreement, without the prior written consent of each Citigroup Global Markets Inc. “Lock-Up Period” is the period commencing on the date hereof and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in continuing until 60 days after the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) effectiveness of a registration statement with registering the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 resale of the Exchange ActRegistrable Securities held by the Other Holders; provided, that in no event shall the Lock-Up Period extend beyond one year from the date hereof.
(ii) During the Lock-Up Period, other than in connection with an underwritten Demand Offering, underwritten Piggyback Registration or underwritten Shelf Offering under Section 2 or 3 hereof or as permitted by clause (c)(iii) below, no Other Holders shall enter into any other Common Units Sales Transaction (including, except as provided above, registered dispositions pursuant to Section 2 or 3 hereof) with respect to any Ordinary Shares or Warrants or any options or warrants to purchase any Ordinary Shares or any securities convertible into, exercisable for, exchangeable for or exercisablethat represent the right to receive Ordinary Shares, whether now owned or hereinafter acquired, owned directly by such Other Holder (including securities held as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Restricted Shares”). The foregoing restriction is expressly agreed to preclude each Other Holder from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted Shares would be disposed of by someone other than such Other Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Shares of the applicable Other Holder or with respect to any security that includes, relates to, or exchangeable forderives any significant part of its value from such Restricted Shares.
(iii) Notwithstanding anything to the contrary set forth herein, Common Units; or publicly announce an intention Other Holder may engage in a Sale Transaction with respect to effect any such transaction, for a period of 180 days after Restricted Shares during the date of this Agreement (the “Lock-Up Period”:
(1) as a bona fide gift or gifts (subject to the provisions of the last sentence of this Section 12(c). The restrictions contained in );
(2) to any trust or entity wholly owned by one or more trusts for the preceding sentence shall not apply to direct or indirect benefit of (aA) the Units Other Holder and/or its stockholders, partners, members or beneficiaries and/or (B) any individual related to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant such Other Holder or to the Contribution Agreement as described in the Registration Statementstockholders, the Disclosure Package partners, members or beneficiaries of such Other Holder, by blood, marriage or adoption and the Prospectus or not more remote than first cousin (c) the issuance by the Partnership of equity awards pursuant subject to the EQT Midstream Servicesprovisions of the last sentence of this Section 12(c));
(3) if an Other Holder is a corporation, LLC Longlimited liability company, partnership or trust, such Other Holder may Transfer Restricted Shares to any wholly-Term Incentive Plan and owned subsidiary thereof, or to the Partnership may file a registration statement on Form S-8 relating stockholders, partners, members or beneficiaries of such Other Holder (subject to such plan. Notwithstanding the foregoingprovisions of the last sentence of this Section 12(c));
(4) to any Person following, if or contemporaneously with, any Sale Transaction for value entered into by any holder of Canyon Registrable Securities (excluding (i) during the last 17 days any Sale Transaction of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; type contemplated by clauses (1)-(3) above or (ii) prior any distribution effected pursuant to Section 5(d)); provided that the number of Registrable Securities sold by any holder of Other Registrable Securities shall be proportional (as a percentage of total Registrable Securities beneficially owned by the Other Holder) to the expiration number of Registrable Securities sold in such Sale Transaction by the holder of Canyon Registrable Securities (any Sale Transaction by an Other Holder permitted by this Section 12(c)(iii)(4), a “Permitted Sponsor Sale Transaction”); or
(5) in connection with a Sale of the 180Company. It shall be a condition to any Transfer of Restricted Shares pursuant to clauses (1), (2) or (3), that the transferee execute and deliver a Joinder to this Agreement. For the avoidance of doubt, any such transferee so executing and delivering a Joinder shall thereupon be deemed an Other Holder and shall have all the benefits and obligations of an Other Holder under this Agreement, including the registration rights provided in Sections 2 and 3.
(iv) Each Other Holder hereby represents and warrants that it now has, and for the duration of the Lock-day restricted periodUp Period will have, good and marketable title to its Restricted Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of such Stockholder to comply with the foregoing restrictions.
(v) For the avoidance of doubt, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the transfer restrictions imposed set forth in this clause shall continue Section 2 are separate and independent from those applicable to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period Other Holders pursuant to (A) the lock-up letters described in Section 6(jSponsor Support Agreement, dated March [ ], 2017 by and among Canyon, Capital Acquisition Corp III. and the Other Holders; and (B) with prior notice the Stock Escrow Agreement, dated as of any October 13, 2015, between by and among CAC, such announcement or occurrence that gives rise to an extension of Other Holder and the restricted periodother parties thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Capitol Acquisition Holding Co Ltd.)
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period if requested by the Company; provided, further however, that such Restricted Period shall be subject to earlier termination with the written approval of the lead underwriter of any underwritten public offering of Company’s equity or convertible securities for gross proceeds to Company of at least $25 million. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. The Restricted Holder may sell some or all of the Restricted Securities so long as the purchaser complies with the provisions of Section 3(m) of this Agreement.
(b) In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934, as amended (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of Common Units Stock or with respect to any securities security that includes, is convertible intointo or exercisable for or derives any significant part of its value from shares of Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to:
(i) engage in any Disposition for up to an aggregate of 25% of the Restricted Securities on the sixth (6th) month anniversary of the Closing Date (and accrued unsold amounts, if any);
(ii) engage in any Disposition for up to an aggregate of additional 25% of the Restricted Securities (total of 50%) on the twelfth (12th) month anniversary of the Closing Date (and accrued unsold amounts, if any);
(iii) engage in any Disposition for up to an aggregate of additional 25% of the Restricted Securities (total of 75%) on the eighteenth (18th) month anniversary of the Closing Date (and accrued unsold amounts, if any);
(iv) engage in any Disposition for up to an aggregate of additional remaining 25% of the Restricted Securities (total of 100%) on the twenty-fourth (24th) month anniversary of the Closing Date (and accrued unsold amounts, if any); and
(v) engage in any Disposition (w) where the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement and such transferee is approved by the Company in its reasonable discretion, (x) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (y) upon the written approval of the lead underwriter in any underwritten public offering of Company’s securities, or exercisable(z) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)), or exchangeable forand with respect to each clause (w) through (z) above (inclusive), Common Units; or publicly announce an intention to effect any as long as such transaction, for transferee executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership any shares of Common Units and other securities pursuant to the Contribution Agreement as described Stock acquired by Restricted Holder in the Registration Statement, open market after the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days closing of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodAcquisition.
Appears in 1 contract
Lock-Up Period. The EQT Parties Beginning on the date hereof and continuing for a period of 180 days after the first date that the Registration Statement becomes effective (the “Lock-Up Period”), the Company will notnot (i) offer to sell, without hypothecate, pledge, announce the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offerintention to sell, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 other shares of Common Units Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, for Common UnitsStock; (ii) file or publicly announce an intention cause to effect become effective a registration statement under the Securities Act relating to the offer and sale of any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership shares of Common Units and other Stock or securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus convertible into or exercisable or exchangeable for Common Stock except for (cx) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to employee benefit plans or (y) registration statements required by any registration rights agreements or (iii) enter into any swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock 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 (A) the Securities to be sold hereunder, (B) the issuance of restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Term Sheet and the documents incorporated therein by reference, (C) issuances of Common Stock upon the exercise of options or warrants or upon the conversion or exchange of convertible or exchangeable securities disclosed as outstanding (or as proposed to be issued) in the Term Sheet and the documents incorporated therein by reference; (D) the issuance by the Company of any shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (D) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(j); (E) the issuance of Common Stock, warrants exercisable for shares of Common Stock and indebtedness convertible into shares of Common Stock (and the issuance of shares of Common Stock upon the exercise of such warrants or the conversion of such indebtedness), in connection with the restructuring of certain of the Company’s indebtedness as described in the Offering Memorandum; or (F) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an Company releases earnings release results or publicly announces other material news or a material event relating to the Partnership occurs; Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodUp Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the public announcement of regarding the material news or the occurrence of the material event event, as applicable, unless the Representatives waive such extension Placement Agent waive, in writing, such extension. The Partnership will provide Company agrees not to accelerate the Representatives and vesting of any co-managers and each individual subject option or warrant or the lapse of any repurchase right prior to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension expiration of the restricted periodLock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (Broadcast International Inc)
Lock-Up Period. The EQT Parties will not(i) For purposes of this Agreement, without the prior written consent of each Citigroup Global Markets Inc. “Lock-Up Period” is the period commencing on the date hereof and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in continuing until 60 days after the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) effectiveness of a registration statement with registering the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 resale of the Exchange ActRegistrable Securities held by the Other Holders; provided, that in no event shall the Lock-Up Period extend beyond one year from the date hereof.
(ii) During the Lock-Up Period, other than in connection with an underwritten Demand Offering, underwritten Piggyback Registration or underwritten Shelf Offering under Section 2 or 3 hereof or as permitted by clause (c)(iii) below, no Other Holders shall enter into any other Common Units Sales Transaction (including, except as provided above, registered dispositions pursuant to Section 2 or 3 hereof) with respect to any Ordinary Shares or Warrants or any options or warrants to purchase any Ordinary Shares or any securities convertible into, exercisable for, exchangeable for or exercisablethat represent the right to receive Ordinary Shares, whether now owned or hereinafter acquired, owned directly by such Other Holder (including securities held as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Restricted Shares”). The foregoing restriction is expressly agreed to preclude each Other Holder from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted Shares would be disposed of by someone other than such Other Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Shares of the applicable Other Holder or with respect to any security that includes, relates to, or exchangeable forderives any significant part of its value from such Restricted Shares.
(iii) Notwithstanding anything to the contrary set forth herein, Common Units; or publicly announce an intention Other Holder may engage in a Sale Transaction with respect to effect any such transaction, for a period of 180 days after Restricted Shares during the date of this Agreement (the “Lock-Up Period”:
(1) as a bona fide gift or gifts (subject to the provisions of the last sentence of this Section 12(c). The restrictions contained in );
(2) to any trust or entity wholly owned by one or more trusts for the preceding sentence shall not apply to direct or indirect benefit of (aA) the Units Other Holder and/or its stockholders, partners, members or beneficiaries and/or (B) any individual related to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant such Other Holder or to the Contribution Agreement as described in the Registration Statementstockholders, the Disclosure Package partners, members or beneficiaries of such Other Holder, by blood, marriage or adoption and the Prospectus or not more remote than first cousin (c) the issuance by the Partnership of equity awards pursuant subject to the EQT Midstream Servicesprovisions of the last sentence of this Section 12(c));
(3) if an Other Holder is a corporation, LLC Longlimited liability company, partnership or trust, such Other Holder may Transfer Restricted Shares to any wholly-Term Incentive Plan and owned subsidiary thereof, or to the Partnership may file a registration statement on Form S-8 relating stockholders, partners, members or beneficiaries of such Other Holder (subject to such plan. Notwithstanding the foregoingprovisions of the last sentence of this Section 12(c));
(4) to any Person following, if or contemporaneously with, any Sale Transaction for value entered into by any holder of Canyon Registrable Securities (excluding (i) during the last 17 days any Sale Transaction of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; type contemplated by clauses (1)-(3) above or (ii) prior any distribution effected pursuant to Section 5(d)); provided that the number of Registrable Securities sold by any holder of Other Registrable Securities shall be proportional (as a percentage of total Registrable Securities beneficially owned by the Other Holder) to the expiration number of Registrable Securities sold in such Sale Transaction by the holder of Canyon Registrable Securities (any Sale Transaction by an Other Holder permitted by this Section 12(c)(iii)(4), a “Permitted Sponsor Sale Transaction”); or
(5) in connection with a Sale of the 180Company. It shall be a condition to any Transfer of Restricted Shares pursuant to clauses (1), (2) or (3), that the transferee execute and deliver a Joinder to this Agreement. For the avoidance of doubt, any such transferee so executing and delivering a Joinder shall thereupon be deemed an Other Holder and shall have all the benefits and obligations of an Other Holder under this Agreement, including the registration rights provided in Sections 2 and 3.
(iv) Each Other Holder hereby represents and warrants that it now has, and for the duration of the Lock-day restricted periodUp Period will have, good and marketable title to its Restricted Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of such Stockholder to comply with the foregoing restrictions.
(v) For the avoidance of doubt, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the transfer restrictions imposed set forth in this clause shall continue Section 2 are separate and independent from those applicable to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period Other Holders pursuant to (A) the lock-up letters described in Section 6(jSponsor Support Agreement, dated March 19, 2017 by and among Canyon, Capital Acquisition Corp III. and the Other Holders; and (B) with prior notice the Stock Escrow Agreement, dated as of any October 13, 2015, between by and among CAC, such announcement or occurrence that gives rise to an extension of Other Holder and the restricted periodother parties thereto.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to the Common Units Stock or with respect to any securities security that includes, is convertible into, into or exercisable, exercisable for or exchangeable for, derives any significant part of its value from the Common Units; Stock or publicly announce an intention otherwise seek to effect any such transaction, for a period of 180 days after hedge the date of this Agreement (the “Lock-Up Period”). The restrictions contained Restricted Holder’s position in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or Stock.
(c) the issuance by the Partnership of equity awards pursuant Notwithstanding anything contained herein to the EQT Midstream Servicescontrary, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating Restricted Holder shall be permitted to engage in any Disposition where the other party to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release Disposition is another Restricted Holder or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise Disposition to an extension affiliate as long as such affiliate executes a copy of the restricted periodthis Agreement.
Appears in 1 contract
Lock-Up Period. The EQT Parties Company will not, without the prior written consent of each Citigroup Global Berenberg Capital Markets Inc. and Barclays Capital Inc.LLC, offer, sell, issue, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would might reasonably be likely expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties Company or any officer or director affiliate of the General PartnerCompany or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units Shares or ADSs or any securities convertible into, or exercisable, or exchangeable for, Common UnitsShares or ADSs; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to , provided, however, that (a1) the Units Company may issue and sell Shares pursuant to be sold hereunderany employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time or adopted during the Lock-Up Period; provided, that any such Shares are not freely transferrable during the Lock-Up Period, (b2) the issuance by Company may issue Shares issuable upon the Partnership conversion of Common Units and securities or the exercise of warrants outstanding at the Execution Time, (3) the Company may issue Ordinary Shares or other securities pursuant to agreements to do so described in the Contribution Agreement Disclosure Package to the extent the amounts issuable thereunder are described in the Disclosure Package; (4) the Company may issue the Private Placement Shares to Corning in the Concurrent Private Placement as described in the Registration StatementProspectus; and (5) the Company may issue shares or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity provided that, (x) in the cases (1) to (5), that each recipient of the issued shares or securities agrees in writing to be bound by the restrictions pursuant to this paragraph (viii) for the duration that such restrictions remain in effect at the time of the issuance and (y) in the case of clause (5), the Disclosure Package and the Prospectus aggregate number of shares issued or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days issuable does not exceed 10% of the 180-day restricted period, number of shares outstanding immediately after the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writingOffering. The Partnership Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to Representative the lock-up letters (the “Lock-Up Letters”) described in Section 6(j4(m) with prior notice hereof (and substantially in the form of any such announcement or occurrence that gives rise to an extension of Exhibit D hereto) from the restricted periodshareholders described in Schedule VI hereto.
Appears in 1 contract
Lock-Up Period. The EQT Parties Beginning on the date hereof and continuing for a period of 90 days after the date of the Prospectus (the “Lock-Up Period”), the Company will notnot (1) offer to sell, without hypothecate, pledge, announce the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offerintention to sell, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 other shares of Common Units Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, for Common UnitsStock; (2) file or publicly announce an intention cause to effect become effective a registration statement under the Securities Act relating to the offer and sale of any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership shares of Common Units and other Stock or securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus convertible into or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file exercisable or exchangeable for Common Stock except for a registration statement on Form S-8 relating to employee benefit plans and a registration statement on Form S-3 pursuant to the Asset Purchase Agreement dated December 22, 2006 with Exxxxxx Life Sciences LLC or (3) enter into any swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives (which consent may be withheld in its sole discretion), other than (i) the Shares to be sold hereunder, (ii) the issuance of restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus, (iii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iv) the issuance by the Company of any shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(j); or (v) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, for the purpose of allowing the Placement Agents to comply with NASD Rule 2711(f)(4), if (i1) during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an Company releases earnings release results or publicly announces other material news or a material event relating to the Partnership occurs; Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180Lock-day periodUp Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement of regarding the material news or the occurrence of the material event event, as applicable, unless the Representatives waive such extension waive, in writing, such extension. The Partnership will provide Company agrees not to accelerate the Representatives and vesting of any co-managers and each individual subject option or warrant or the lapse of any repurchase right prior to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension expiration of the restricted periodLock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (Sangamo Biosciences Inc)
Lock-Up Period. The EQT Parties will notExcept as otherwise indicated in the lock-up agreement in the Form of Exhibit A hereto, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., such Selling Shareholder agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in of the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties Common Shares or any officer or director securities of the General Partner) directly or indirectlyCompany substantially similar to the Common Shares, including the filing (but not limited to any options or participation in the filing) of a registration statement with the Commission in respect of, 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, warrants to purchase any other Common Units securities or any securities convertible into, exchangeable for or exercisablethat represent the right to receive any Common Shares or any securities of the Company substantially similar to the Common Shares, whether now owned or exchangeable forhereinafter acquired, Common Units; or publicly announce an intention to effect any such transaction, for a during the period from the date of the Prospectus continuing through the date that is 180 days after the date of this Agreement the Prospectus (the “initial "Lock-Up Period”"). The restrictions contained in , except with the preceding sentence shall not apply to prior written consent of the Lead Representatives; provided, however, that the initial Lock-Up Period will be automatically extended if: (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i1) during the last 17 days of the 180initial Lock-day restricted periodUp Period, the Partnership Company issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii2) prior to the expiration of the 180initial Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 1615-day period beginning on following the last day of the 180initial Lock-day periodUp Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the issuance date of the earnings release or the announcement of the material news or the occurrence of the material event event, as applicable, unless the Representatives waive such extension each Lead Representative each waives, in writing. The Partnership will , such extension; such Selling Shareholder hereby acknowledges that the Company has agreed herein to provide the Representatives Selling Shareholders, among others, who execute and any co-managers and each individual subject to the restricted period pursuant to the deliver lock-up letters described agreements substantially in the form of Exhibit A hereto ("Lock-Up Agreements") pursuant to Section 6(j) with 12 hereof prior written notice of any such announcement or occurrence that gives giving rise to an extension of the restricted periodLock-Up Period and agrees that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Shareholder; such Selling Shareholder hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this provision during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period; provided, further however, that such Restricted Period shall be subject to earlier termination (x) with the written approval of the lead underwriter of any underwritten public offering of Parent’s equity or convertible securities for gross proceeds to Parent of at least $25 million and (y) after twelve (12) months in respect of thirty percent (30%) of the Parent Common Stock held by such Restricted Holder if such Restricted Holder invested $500,000 or more in the Bridge Notes. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares of the Parent Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other Common Units or party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (iii) upon the written approval of the lead underwriter in any securities convertible intounderwritten public offering of Parent’s securities, or exercisable, (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or exchangeable for, Common Units; one or publicly announce an intention to effect any more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance any shares of Parent Common Stock acquired by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described Restricted Holder in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other Common Units or any securities convertible intoparty to such Disposition is another Restricted Holder, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, or exercisable, (iii) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or exchangeable for, Common Units; one or publicly announce an intention to effect any more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership any shares of Common Units and other securities pursuant to the Contribution Agreement as described Stock acquired by Restricted Holder in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Lock-Up Period. The EQT Parties will not6.1 Other than in accordance with any of Clauses 4, without 5, 9, 11, 12, 13, 14, 15, 16, or with the prior written consent of each Citigroup Global Markets Inc. Cosan and Barclays Capital Inc.Shell, offersubject to Clause 6.6 below, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in during the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by period from the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units Amendment and other securities pursuant Restatement Date to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership later of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days fifth anniversary of the 180Amendment and Restatement Date (the "Initial Lock-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occursup Period"); or and (ii) the end of any extension of the Initial Lock-up Period mutually agreed by the Parties in accordance with Clauses 6.2 to 6.4 inclusive below (the "Extended Lock-up Period", and together with the Initial Lock-up Period, the "Lock-up Period") each Shareholder undertakes to the other Shareholder(s) and agrees that it shall not Transfer any part of its Bound Shares.
6.2 If either Shell or Cosan wish to extend the Lock-up Period they shall, by the date falling no later than six months prior to the expiration end of the 180then current Initial Lock-day restricted periodup Period or Extended Lock-up Period (as applicable), the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject deliver a notice to the restricted period pursuant to the lock-up letters described in Section 6(jother Party (an "Extension Request Recipient") with prior notice of any such announcement or occurrence that gives rise to requesting an extension of the restricted periodLock-up Period in the form set out in Schedule 6 to this Agreement (an "Extension Request Notice").
6.3 If following receipt of an Extension Request Notice, the Extension Request Recipient also wishes to extend the then current Initial Lock-up Period or Extended Lock-up Period (as applicable), it shall counter sign the relevant Extension Request Notice (such countersigned Extension Request Notice being an "Extension Request Confirmation") and return it to the other Party by the date falling no later than four months prior to the end of the then current Initial Lock-up Period or Extended Lock-up Period (as applicable).
6.4 Following delivery of an Extension Request Confirmation by an Extension Request Recipient to the other Party, the then current Initial Lock-up Period or Extended Lock- up Period (as applicable) shall be automatically extended by a period of three years (or such other time period as is set out in the Extension Request Notice and agreed to in the Extension Request Confirmation).
6.5 There is no limit on the number of times which a Party may submit an Extension Request Notice and there is no limit on the number of times the Lock-up Period may be extended.
Appears in 1 contract
Samples: Joint Venture Agreement (Cosan S.A.)
Lock-Up Period. The EQT Parties will notIn the event of an IPO and listing on an exchange by the Company, without all shares, shares underlying options, warrants and convertible securities and the prior written consent options, warrants and convertible securities themselves, held at that time by any of each Citigroup Global Markets Inc. the directors, officers and Barclays Capital Inc., offer, sell, contract to sell, pledge, 5% or otherwise dispose of, greater shareholders of the Company (or enter into any transaction which is designed to, or would reasonably be likely to, result excluding 5% shareholders who are investors in the disposition an Offering), ODURF, EVMS, AMI, MDB (whether as to their founder shares) and Xxxxxx and Xxxxxxx Xxxxxxxxxx (and MDB Engagement Letter / Electroblate, Inc. September 15, 2014 p. 8 of 13 their respective direct and indirect affiliates) and such other holders of the Company securities as designated by actual disposition MDB, will agree not to sell directly or effective economic disposition due indirectly any of their securities of the Company for a period of 12 months following the initial public offering and listing on an exchange (collectively, the “12 Month Lock-Up Securities”). Regardless of the foregoing, all Fee shares or shares underlying Warrants received or to cash settlement be received by MDB hereunder and all fee shares/shares underlying warrants received or otherwise) to be received by the EQT Parties IP Development Company pursuant to subsection (j) above, if any, may not be sold or any officer or director redeemed for a period of 180 days only, following the initial public offering and initial listing on an exchange. Any of the General Partner) directly 12 Month Lock-Up Securities may be sold or indirectlytransferred in a private transaction notwithstanding the applicable lock-up, including so long as the filing (purchaser or participation transferee thereof agrees to be bound by the aforementioned lock-up arrangements for the balance of the applicable lock-up period. Investors in an Offering that is in the filing) manner of a registration statement with the Commission in respect ofbridge financing, if any, will be required to not sell 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, any transfer their shares and other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date any initial public offering and initial listing on an exchange of this Agreement (the “Lock-Up Period”). The restrictions contained Company that may be underwritten by MDB or in the preceding sentence shall not apply to (a) the Units to be sold hereunderwhich MDB participates as an underwriter or selling group member, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the which lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence agreement will provide that gives rise to an extension MDB is a third party beneficiary. Any of the restricted periodforegoing lock-up provisions may only be released or modified upon the written consent of MDB acting together with the Company.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period; provided, further however, that such Restricted Period shall be subject to earlier termination with the written approval of the lead underwriter of any underwritten public offering of Parent’s equity or convertible securities for gross proceeds to Parent of at least $25 million. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twelve (12) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares of the Parent Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other Common Units or party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (iii) upon the written approval of the lead underwriter in any securities convertible intounderwritten public offering of Parent’s securities, or exercisable, (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or exchangeable for, Common Units; one or publicly announce an intention to effect any more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance any shares of Parent Common Stock acquired by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described Restricted Holder in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) As to one hundred percent (100%) of the Restricted Securities during the first twelve (12) months of the Restricted Period, and as to fifty percent (50%) of the Restricted Securities during the subsequent six (6) months of Restricted Period (in each case, the “Restricted Securities”), the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of eighteen (18) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Company’s Common Stock, borrow or pre-borrow any shares of the Company’s Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of the Company’s Common Units Stock or with respect to any securities security that includes, is convertible into, into or exercisable, exercisable for or exchangeable for, derives any significant part of its value from shares of the Company’s Common Units; Stock or publicly announce an intention otherwise seek to effect any such transaction, for a period of 180 days after hedge the date of this Agreement (the “Lock-Up Period”). The restrictions contained Restricted Holder’s position in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Company’s Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or Stock.
(c) the issuance by the Partnership of equity awards pursuant Notwithstanding anything contained herein to the EQT Midstream Servicescontrary, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating Restricted Holder shall be permitted to engage in any Disposition of the Restricted Securities where the other party to such plan. Notwithstanding the foregoing, if (i) during the last 17 days Disposition is another Restricted Holder or any Disposition of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise Restricted Securities to an extension affiliate as long as such affiliate executes a copy of the restricted periodthis Agreement.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Contribution, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted Holder’s position in the filingCommon Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other party to such Disposition is another Restricted Holder, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, (iii) upon the written approval of the lead underwriter in any underwritten public offering of Company securities, (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a copy of this Agreement, (v) where the Restricted Holder is an entity and such Disposition is to that entity’s shareholders, members, or other persons or entities that comprise the Restricted Holder’s ownership structure; or (vi) where the Restricted Holder is an employee of the Company, upon a change of control following which the Restricted Holder’s employment with the Company is terminated. For purposes of the foregoing, a change of control shall mean:
(1) Any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company to a registration statement with non-affiliate;
(2) Any “person”, (excluding Xxx Xxxxxx and affiliated “persons”) as such term is used in Section 13(d) and Section 14(d) of the Commission Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes, directly or indirectly, the “beneficial owner”, as defined in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of Rule 13d-3 under the Exchange Act, of securities of the Company that represent more than 50% of the combined voting power of the Company’s then outstanding voting securities (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of Section 1(c)(vi), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (IV) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(c)(vi)(3)(A) and 1(c)(vi)(3)(B), (V) any acquisition involving beneficial ownership of less than a majority of the then-outstanding Common Shares (the “Outstanding Company Common Shares”) or the Outstanding Company Voting Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with respect to its passive investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided, however, that for purposes of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business Combination” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the control of the Company;
(3) The Board or the shareholders of the Company approve and consummate a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Units Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or any indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and (B) the combined voting power of the then-outstanding voting securities convertible intoentitled to vote generally in the election of directors (or, or exercisablefor a non-corporate entity, or exchangeable forequivalent governing body), Common Units; or publicly announce as the case may be, of the entity resulting from such Business Combination (including, without limitation, an intention to effect any entity that, as a result of such transaction, for a period owns the Company or all or substantially all of 180 days after the date of this Agreement Company’s assets either directly or through one or more subsidiaries);
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership any shares of Common Units and other securities pursuant to the Contribution Agreement as described Stock acquired by Restricted Holder in the Registration Statement, Private Placement Offering or in the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Samples: Lock Up Agreement (Cur Media, Inc.)
Lock-Up Period. The EQT Parties will not2.20.1. Each of the Company’s officers, without directors and the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract principal shareholder has agreed pursuant to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result executed Lock-Up Agreements in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, form attached hereto as Exhibit A that for a period of 180 days after twelve (12) months from the date Effective Date (the “D&O Lock-Up Period”), and each of this Agreement the other shareholders of the Company (together with the Company’s officers, directors and the principal shareholder the “Lock-Up Parties” as listed on Schedule 3 hereto) has agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Exhibit A that for a period of six (6) months from the Effective Date (the “Other Shareholder Lock-Up Period” and together with the D&O Lock-Up Period, the “Lock-Up Period”), such persons shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Shares, or any securities convertible into or exercisable or exchangeable for Shares, without the consent of the Representatives. The restrictions contained Representatives may consent to an early release from the Lock-Up Period if, in its opinion, the preceding sentence shall market for the Shares would not apply be adversely impacted by sales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant deliver to the Contribution Agreement as described in Representatives the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement, Statement effective under the Disclosure Package Act. The Company will enforce the terms of each Lock-Up Agreement and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant issue stop-transfer instructions to the EQT Midstream Services, LLC LongTransfer Agent (as defined below) for the Shares with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such planUp Agreement.
2.20.2. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodUp Period, then the restrictions imposed in this clause by Section 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event event, unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodextension.
Appears in 1 contract
Lock-Up Period. The EQT Parties will not(a) RGA agrees that, without during the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after commencing on the date of this Agreement and ending on the earlier of the termination of this Agreement in accordance with its terms or the 60th day following the End Date (such period, the “Lock-Up Period”). The restrictions contained , without the prior written consent of MetLife, RGA shall not engage in any capital raising activity (which shall not include securities issued to effect a business combination transaction, pursuant to employee, director or consultant stock or benefit plans or to agreements with employees, directors or consultants or as an inducement to employment) that involves (x) any direct or indirect offer, pledge, announcement of an intention to sell, sale, contract of sale, sale of any option or a contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase or other transfer or disposition of any common equity securities, equity-linked securities (including convertible securities) or equity-forward sale agreements, relating to the capital stock of RGA (any such equity securities or agreements, “RGA Common Equity-Based Securities”), or (y) any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any RGA Common Equity-Based Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of any of such RGA Common Equity-Based Securities, in cash or otherwise; provided that the foregoing shall not prohibit RGA from, subject to RGA’s indemnification obligations under Section 8.2(d): (A) issuing RGA Common Equity-Based Securities in connection with the transactions set forth on Section 7.14 of the RGA Disclosure Schedule following the 90th day after the Acceptance Time; (B) adopting or taking action pursuant to the Section 382 Shareholder Rights Plan or, after the Determination Date, any other shareholder rights plan; or (C) issuing RGA Common Equity-Based Securities if and to the extent that RGA reasonably determines in good faith that such issuance, at such time, is necessary to prevent a downgrade from any nationally recognized rating agency (or restore a rating) so long as, prior to such determination:
(i) RGA shall have discussed with such rating agency prior to commencement of the Offer the time frame and potential necessity for such an issuance;
(ii) RGA shall have used commercially reasonable efforts to persuade such rating agency to maintain or restore its ratings without the need for such an issuance; and
(iii) RGA believes in good faith, after consultation with its financial advisors, that it would be in the preceding sentence shall not apply best interests of RGA to (a) the Units to be sold hereunder, issue Common Equity-Based Securities instead of such securities.
(b) Except as otherwise contemplated or permitted by this Agreement, and except as set forth on Section 7.14 of the issuance by MetLife Disclosure Schedule, MetLife agrees that, during the Partnership Lock-Up Period, without the prior written consent of Common Units RGA, MetLife shall not, and other securities pursuant to the Contribution Agreement as described in the Registration Statementshall not authorize, the Disclosure Package and the Prospectus permit or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Servicesdirect its Subsidiaries to, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoingdirectly or indirectly, if (i) during offer, pledge, announce the last 17 days intention to sell, 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 or otherwise transfer or dispose of the 180any Recently Acquired Stock or securities convertible into or exercisable or exchangeable for such Recently Acquired Stock, including in any transaction that involves any common equity securities, equity-day restricted periodlinked securities (including convertible securities) or equity forward sale agreements, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; Recently Acquired Stock, or (ii) prior enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of the Recently Acquired Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of any Recently Acquired Stock, in cash or otherwise. Following the expiration of the 180Lock-day restricted periodUp Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day except as provided for in Section 7.15, MetLife shall, and shall cause its applicable Subsidiaries to, sell, exchange or otherwise dispose of the 180-day periodRecently Acquired Stock (either in the market, then to a third party in a sale that would not violate the restrictions imposed in this clause Amended and Restated RGA Articles of Incorporation, or to RGA), which sale shall continue to apply until the expiration occur within 60 months of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodClosing Date.
Appears in 1 contract
Samples: Recapitalization and Distribution Agreement (Reinsurance Group of America Inc)
Lock-Up Period. The EQT Parties will not(a) RGA agrees that, without during the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after commencing on the date of this Agreement and ending on the earlier of the termination of this Agreement in accordance with its terms or the 60th day following the End Date (such period, the “Lock-Up Period”). The restrictions contained , without the prior written consent of MetLife, RGA shall not engage in any capital raising activity (which shall not include securities issued to effect a business combination transaction, pursuant to employee, director or consultant stock or benefit plans or to agreements with employees, directors or consultants or as an inducement to employment) that involves (x) any direct or indirect offer, pledge, announcement of an intention to sell, sale, contract of sale, sale of any option or a contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase or other transfer or disposition of any common equity securities, equity-linked securities (including convertible securities) or equity-forward sale agreements, relating to the capital stock of RGA (any such equity securities or agreements, “RGA Common Equity-Based Securities”), or (y) any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any RGA Common Equity-Based Securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of any of such RGA Common Equity-Based Securities, in cash or otherwise; provided that the foregoing shall not prohibit RGA from, subject to RGA’s indemnification obligations under Section 8.2(d): (A) issuing RGA Common Equity-Based Securities in connection with the transactions set forth on Section 7.14 of the RGA Disclosure Schedule following the 90th day after the Acceptance Time; (B) adopting or taking action pursuant to the Section 382 Shareholder Rights Plan or, after the Determination Date, any other shareholder rights plan; or (C) issuing RGA Common Equity-Based Securities if and to the extent that RGA reasonably determines in good faith that such issuance, at such time, is necessary to prevent a downgrade from any nationally recognized rating agency (or restore a rating) so long as, prior to such determination:
(i) RGA shall have discussed with such rating agency prior to commencement of the Offer the time frame and potential necessity for such an issuance;
(ii) RGA shall have used commercially reasonable efforts to persuade such rating agency to maintain or restore its ratings without the need for such an issuance; and
(iii) RGA shall have used commercially reasonable efforts to raise capital through the issuance of securities, other than the RGA Common Equity-Based Securities, if RGA reasonably believes that the issuance of such securities could maintain or restore its ratings, unless the Board of Directors of RGA believes in good faith, after consultation with its financial advisors, that it would be in the preceding sentence shall not apply best interests of RGA to (a) the Units to be sold hereunder, issue Common Equity-Based Securities instead of such securities.
(b) Except as otherwise contemplated or permitted by this Agreement, and except as set forth on Section 7.14 of the issuance by MetLife Disclosure Schedule, MetLife agrees that, during the Partnership Lock-Up Period, without the prior written consent of Common Units RGA, MetLife shall not, and other securities pursuant to the Contribution Agreement as described in the Registration Statementshall not authorize, the Disclosure Package and the Prospectus permit or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Servicesdirect its Subsidiaries to, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoingdirectly or indirectly, if (i) during offer, pledge, announce the last 17 days intention to sell, 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 or otherwise transfer or dispose of the 180any Recently Acquired Stock or securities convertible into or exercisable or exchangeable for such Recently Acquired Stock, including in any transaction that involves any common equity securities, equity-day restricted periodlinked securities (including convertible securities) or equity forward sale agreements, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; Recently Acquired Stock, or (ii) prior enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of the Recently Acquired Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of any Recently Acquired Stock, in cash or otherwise. Following the expiration of the 180Lock-day restricted periodUp Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day except as provided for in Section 7.15, MetLife shall, and shall cause its applicable Subsidiaries to, sell, exchange or otherwise dispose of the 180-day periodRecently Acquired Stock (either in the market, then to a third party in a sale that would not violate the restrictions imposed in this clause Amended and Restated RGA Articles of Incorporation, or to RGA), which sale shall continue to apply until the expiration occur within 60 months of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodClosing Date.
Appears in 1 contract
Samples: Recapitalization and Distribution Agreement (Metlife Inc)
Lock-Up Period. The EQT Parties will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for During a period of 180 days after from the date of this the Underwriting Agreement (the “Lock-Up Period”). The restrictions contained , the undersigned will not, without the prior written consent of Xxxxxxx Xxxxx and the Company, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for the Company’s Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the preceding sentence shall not apply economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise; provided, however, that if (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, period the Partnership Company issues an earnings release or announces material news or a material event relating to the Partnership occurs; Company occurs or (iib) prior to the expiration of the 180-day restricted period, the Partnership Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event unless the Representatives waive such extension in writingevent. The Partnership will provide foregoing prohibition shall not apply to a pledge of Lock-Up Securities to any person or entity as security for loan obligations to such person or entity, provided, however, that as a condition to the Representatives and any copledge of Lock-managers and each individual Up Securities, such person or entity must agree to be subject to the restricted period pursuant restrictions of this Section 1 of this agreement during the Lock-Up Period. Furthermore, the foregoing prohibition shall not apply to any transfer of Lock-Up Securities that either (i) will not result in any change in beneficial ownership of such Lock-Up Securities, including, but not limited to, transfers into trusts for the benefit of the original holder and transfers to members of the immediate family of the original holder, or (ii) constitute bona fide gifts of such transferred Lock-Up Securities; provided, however, that as a condition to any such transfer of Lock-Up Securities, the transferee must agree to be subject to the lockrestrictions of this Section 1 of this agreement during the Lock-up letters described Up period, and provided further, that any transfer of Lock-Up Securities that would result in any required filings under Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension 16 of the restricted periodSecurities Exchange Act of 1934 during the Lock-Up Period shall be subject to all of the restrictions in the preceding paragraph of this Section 1 of this agreement.
Appears in 1 contract
Lock-Up Period. The EQT Parties To the extent requested by the Company’s Manager or the managing underwriter of securities of the Crowdfunding Issuer, the Subscriber hereby agrees that it will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.the managing underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in during the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after commencing on the date of this Agreement (the “Lock-Up Period”). The restrictions contained in final prospectus relating to the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance registration by the Partnership Crowdfunding Issuer for its own behalf of shares of its Common Units and Stock or any other equity securities pursuant to of the Contribution Agreement as described in Crowdfunding Issuer under the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file Securities Act on a registration statement on Form S-8 relating S-1 in connection with the Crowdfunding Issuer’s initial public offering (the “IPO”), and ending on the date specified by the Crowdfunding Issuer and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such plan. Notwithstanding other period as may be requested by the foregoingCrowdfunding Issuer or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, if and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA Rule 2241 and/or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), rules, (i) during lend; 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; or otherwise transfer or dispose of, directly or indirectly, any Securities, shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock or Securities held immediately before the last 17 days effective date of the 180-day restricted period, registration statement for the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; IPO or (ii) prior enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Securities, Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 8 shall apply only to the expiration IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any securities to any trust for the direct or indirect benefit of the 180-day restricted period, Subscriber or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day immediate family of the 180-day periodSubscriber, then provided that the trustee of the trust agrees to be bound in writing by the restrictions imposed in this clause set forth herein, and provided further that any such transfer shall continue not involve a disposition for value, and shall be applicable to apply until the expiration Subscriber only if all officers and directors of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual Crowdfunding Issuer are subject to the restricted period pursuant same restrictions and the Crowdfunding Issuer uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the lock-up letters described Crowdfunding Issuer’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding preferred stock). The underwriters in connection with such registration are intended third party beneficiaries of this Section 6(j) 8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Subscriber further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with prior notice such registration that are consistent with this Section 8 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such announcement agreements by the Crowdfunding Issuer or occurrence the underwriters shall apply pro rata to all Crowdfunding Issuer stockholders that gives rise are subject to an extension such agreements, based on the number of the restricted periodshares subject to such agreements.
Appears in 1 contract
Samples: Subscription Agreement
Lock-Up Period. The EQT Parties will Each OP Unit Recipient agrees that for a period of twelve (12) months following the Closing (the "Lock-Up Period") he shall not, without nor shall he seek to, in any way or to any extent, directly or indirectly exchange or convert (pursuant to the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.Partnership Agreement or otherwise), offer, sell, offer or contract to sell, pledgetransfer, assign, grant any option for the sale of, pledge (without Acquiror's consent which will not be unreasonably withheld, and except for pledges to those pledgees listed in Schedule 3E) or encumber, or otherwise transfer, convey, or dispose of, (any or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director all of the General Partner) directly OP Units delivered to the OP Unit Recipient at the Closing or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission Conversion Shares in respect ofthereof; provided that transfers may be made, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within subject to the meaning of Section 16 restrictions hereof and under the Partnership Agreement, to Permitted Transferees (as defined below) who shall remain subject to the restrictions hereunder. In addition, each OP Unit Recipient further agrees that following the expiration of the Exchange Act, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”, not more than twenty-five percent (25%) of the OP Units delivered to such OP Unit Recipient at the Closing or Conversion Shares in respect thereof may be sold in the three-month period following the initial Lock-Up Period, and an additional twenty-five percent (25%) of such OP Units and Conversion Shares may be sold in each three-month period thereafter (so that all OP Units and Conversion Shares may be sold after the second (2nd) anniversary of the Closing Date). The term "Permitted Transferee" with respect to any OP Unit Recipient shall mean any other OP Unit Recipient or such recipient's spouse; a parent or lineal descendant (including an adopted child) of a parent, or the spouse of a lineal descendant of a parent; a trustee, guardian or custodian for, or an executor, administrator or other legal representative of the estate of, such recipient, or a trustee, guardian or custodian for a Permitted Transferee of such recipient; the trustee of a trust (including a voting trust) for the benefit of such recipient; and a corporation, partnership or other entity of which such recipient and Permitted Transferees of such recipient are the beneficial owners of a majority in voting power of the equity; but only in each of the foregoing cases, who (a) is an Accredited Investor (as defined in Rule 501 under the Securities Act); and (b) agrees in writing in an instrument reasonably acceptable to Acquiror to be bound by the restrictions on transfer of the OP Units and Conversion Shares contained in this Agreement and by the obligations contained in the preceding sentence indemnification provisions contained in Section 14 of this Agreement. The provisions of this paragraph shall not apply survive the Closing. Each OP Unit Recipient shall execute and deliver to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant Acquiror at Closing a letter to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership effect of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating in form and substance reasonably satisfactory to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodAcquiror.
Appears in 1 contract
Samples: Contribution Agreement (American Real Estate Investment Corp)
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period if requested by the Company in its sole and absolute discretion. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. The Restricted Holder may sell some or all of the Restricted Securities so long as the purchaser complies with the provisions of Section 1(c) of this Agreement.
(b) In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934, as amended (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of Common Units Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (w) where the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement and such transferee is approved by the Company in its reasonable discretion, (x) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (y) upon the written approval of the Company and the lead underwriter in any underwritten public offering of Company’s securities convertible intofor gross proceeds to the Company of at least $50 million, or exercisable(z) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)), or exchangeable forand with respect to each clause (w) through (z) above (inclusive), Common Units; or publicly announce an intention to effect any as long as such transaction, for transferee executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership any shares of Common Units and other securities pursuant to the Contribution Agreement as described Stock acquired by Restricted Holder in the Registration Statement, open market after the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days closing of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodAcquisition.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any other Common Units put or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (acall option) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant with respect to the Contribution Agreement as described in Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Registration Statement, the Disclosure Package and the Prospectus or Common Stock.
(c) the issuance by the Partnership of equity awards pursuant Notwithstanding anything contained herein to the EQT Midstream Servicescontrary, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating Restricted Holder shall be permitted to engage in any Disposition at any time where the other party to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodDisposition is another Restricted Holder.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed toto or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. Notwithstanding the foregoing, Restricted Holder may pledge Restricted Securities to the mortgage holder of Restricted Holder’s primary residence.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Asset Purchase, the Restricted Holder will not, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (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 the Company’s common stock, borrow or pre-borrow any shares of the Company’s common stock, or would reasonably be likely togrant any other right (including, result without limitation, any put or call option) with respect to the Company’s common stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Company’s common stock or otherwise seek to hedge the Restricted Holder’s position in the disposition Company’s common stock.
(whether by actual disposition c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition where the other party to such Disposition is another Restricted Holder or effective economic disposition due where the Disposition is to cash settlement or otherwise) an affiliate of the Restricted Holder as long as such affiliate agrees to be bound by the EQT Parties terms of this Agreement.
(d) Notwithstanding anything contained herein to the contrary, the Restricted Holder may make a Disposition for estate planning purposes as long as the transferee agrees to be bound by the terms of this Agreement. In addition, Dispositions may be made in connection with the death or any disability of the Restricted Holder, in which case the transferee or transferees will be bound by the terms of this Agreement.
(e) Notwithstanding anything to the contrary, in the event the Restricted Holder is terminated as an officer or director of the General Partner) directly or indirectly, including Company by the filing Company without “Cause” (or participation as such term is defined in the filing) of a registration statement Restricted Holders’ Employment Agreement with the Commission Company) or by the Restricted Holder “For Good Reason” (as such term is defined in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within Restricted Holder’s Employment Agreement with the meaning of Section 16 of the Exchange Act, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of Company) this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodterminated.
Appears in 1 contract
Lock-Up Period. The EQT Parties For a period of 90 days after the date hereof (the “Lock-Up Period”), the Company will notnot directly or indirectly, without (1) offer to sell, hypothecate, pledge, announce the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., offerintention to sell, sell, contract to sell, pledgesell 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, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 other Common Units Stock, or any securities convertible intointo or exercisable or exchangeable for Common Stock; (2) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock except for the filing of, but not the sale under, a new “shelf” registration statement on Form S-3, or exercisable(3) enter into any swap or other agreement that transfers, in whole or exchangeable forin part, any of the economic consequences of ownership of the Common Units; or publicly announce an intention to effect Stock, whether any such transactiontransaction described in clauses (1), for a period (2) or (3) above is to be settled by delivery of 180 days after Common Stock or such other securities, in cash or otherwise, without the date prior written consent of this Agreement the Placement Agent (the “Lock-Up Period”which consent may be withheld in its sole discretion). The restrictions contained in the preceding sentence shall not apply to , other than (ai) the Units Shares to be sold hereunder, (bii) the issuance by the Partnership of Common Units stock options or shares of restricted stock to employees, directors and other securities consultants pursuant to the Contribution Agreement Company’s 2014 Stock Incentive Plan, or (iii) issuances of Common Stock upon the exercise of options or warrants disclosed as described outstanding in the Registration Statement, the Disclosure Package and the Prospectus or (c) upon the issuance by conversion or exchange of convertible or exchangeable securities disclosed as outstanding in the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan Disclosure Package and the Partnership may file a registration statement on Form S-8 relating to such planProspectus. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (i1) during the last 17 days of the 180Lock-day restricted periodUp Period, the Partnership issues an Company releases earnings release results or publicly announces other material news or a material event relating to the Partnership occurs; Company occurs or (ii2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180Lock-day periodUp Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement of regarding the material news or the occurrence of the material event event, as applicable, unless the Representatives Placement Agent waives, in writing, such extension. The Placement Agent agrees to waive such extension in writingif the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Partnership will provide Company agrees not to accelerate the Representatives and vesting of any co-managers and each individual subject option or warrant or the lapse of any repurchase right prior to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension expiration of the restricted periodLock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (Assembly Biosciences, Inc.)
Lock-Up Period. The EQT Parties Purchaser and each Holder hereby agrees that from the Closing Date until the date that is fifteen months following the Closing Date such Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc., not offer, sell, contract to sell, pledge, pledge or otherwise dispose of, any shares of Series B Preferred Stock, any shares of the Company’s Common Stock or any other securities convertible into or exchangeable or exercisable for any shares of Common Stock (collectively, the “Securities”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction which is designed toto be settled by delivery of the Securities or other securities, in cash or otherwise, or would reasonably be likely topublicly disclose the intention to make any such offer, result in the sale, pledge or disposition (whether other than actions taken by actual disposition or effective economic disposition due to cash settlement or otherwisethe Holders in connection with the filing of the Registration Statement(s) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect ofCompany), 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect enter into any such transaction, for a period swap, hedge or other arrangement, without, in each case, the prior written consent of 180 days the Company. The provisions of the foregoing sentence (w) shall not apply to permitted transfers pursuant to Section 8.10 or the transfer of the shares of Series A Preferred Stock to the Company as contemplated by this Agreement, (x) shall not apply to transactions relating to Securities acquired (i) by the Holders prior to the execution of this Agreement (other than shares of Series A Preferred Stock), (ii) by the Holders in the open market after the date of this Agreement Agreement, (y) shall expire with respect to (A) all but 25,172 of the Offered Securities purchased by the Purchaser in exchange for the Purchaser’s transfer of its shares of Series A Preferred Stock to the Company on the Closing Date (the “Lock-Up PeriodExchange Shares”). The restrictions contained ) and any Registrable Securities attributable to such number of Offered Securities on the Closing Date, (B) 25,172 of the Exchange Shares and any Registrable Securities attributable to such number of Offered Securities on December 31, 2006, (C) 33,333.34 of the Offered Securities purchased by the Purchaser and any Registrable Securities attributable to such number of Offered Securities on the date that is nine months following the Closing Date and (D) 33,333.33 of the Offered Securities purchased by the Purchaser and any Registrable Securities attributable to such number of Offered Securities on each of the date that is twelve months following the Closing Date and fifteen months following the Closing Date and (z) shall expire in its entirety upon the earliest to occur of (1) a Liquidation (as such term is defined in the preceding sentence shall not apply Articles of Amendment to the Articles of Incorporation ), (a2) an Automatic Conversion Date (as such term is defined in the Articles of Amendment to the Articles of Incorporation ), or (3) the Units to be sold hereunderdate Purchaser gives the Company (and the Company’s transfer agent, (bin Purchaser’s sole discretion) the issuance notice that it has reasonably and in good faith concluded that a representation or warranty made by the Partnership of Common Units Company herein or in any certificate delivered at the Closing Date was materially untrue on the date such representation or warranty was made by the Company and other securities pursuant to the Contribution Agreement as described that such breach has or will result in at least a 20% decline in the Registration Statement, value of Purchaser’s investment in the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodCompany.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Airspan Networks Inc)
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of, of or transfer any Restricted Securities or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of the Parent Common Units Stock or with respect to any securities security that includes, is convertible into, into or exercisable, exercisable for or exchangeable for, derives any significant part of its value from shares of the Parent Common Units; Stock or publicly announce an intention otherwise seek to effect any such transaction, for a period of 180 days after hedge the date of this Agreement (the “Lock-Up Period”). The restrictions contained Restricted Holder’s position in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Parent Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or Stock.
(c) the issuance by the Partnership of equity awards pursuant Notwithstanding anything contained herein to the EQT Midstream Servicescontrary, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating Restricted Holder shall be permitted to such plan. Notwithstanding the foregoing, if engage in any Disposition (i) during where the last 17 days other party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement; (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement; (iii) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a copy of this Agreement; (iv) as a distribution to stockholders, partners or members of the 180-day restricted periodRestricted Holder, provided that such stockholders, partners or members agrees in writing that the Partnership issues an earnings release or announces material news or a material event relating Restricted Securities shall continue to be subject to the Partnership occursrestrictions on transfer set forth in this Agreement; or (iiv) prior approved in advance in writing by all of the independent directors of the Parent.
(d) For the avoidance of doubt, nothing shall prevent the Restricted Holder from, or restrict the ability of the Restricted Holder to, exercise any options, warrants or other convertible securities issued by the Parent to the expiration Restricted Holder or any of the 180-day restricted periodits affiliates, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension limitations on Disposition of the restricted periodshares of Parent Common Stock so acquired set forth above.
Appears in 1 contract
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of the Parent Common Units Stock or with respect to any securities security that includes, is convertible intointo or exercisable for or derives any significant part of its value from shares of the Parent Common Stock, including the Parent Series A Preferred Stock, or exercisableotherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other party to such Disposition is another Restricted Holder, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, (iii) upon the written approval of the lead underwriter in any underwritten public offering of Parent’s securities, or exchangeable for, Common Units; (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or publicly announce an intention to effect any one or more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance any shares of Parent Common Stock acquired by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described Restricted Holder in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Samples: Lock Up Agreement (Neurotrope, Inc.)
Lock-Up Period. The EQT Parties will not(a) Each Shareholder hereto agrees, without the prior written consent of each Citigroup Global Markets Inc. in connection with any underwritten public offering in which such Shareholder is eligible to and Barclays Capital Inc., offer, sell, contract has elected to sell, pledgeinclude Registrable Securities, or otherwise dispose ofwhich underwritten public offering of Equity Securities substantially similar to the Registrable Securities is being effected by the Company for its own account, not to effect any public sale or distribution of any Registrable Securities (or enter similar Company Equity Securities) (or securities convertible into any transaction or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (except as part of such underwritten public offering) during the initial period commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the effective date of the registration statement of the Company under the Securities Act pursuant to which is designed tosuch underwritten offering shall be made or, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) case of a registration statement of the Company under the Securities Act that contemplates an offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with the Commission in respect ofsuch offering (each such 90-day period, or establish such shorter period as the managing or increase a put equivalent position or liquidate or decrease a call equivalent position within lead underwriter(s) selected by the meaning of Section 16 Company may permit, the “Initial Lock-up Period”); provided, however, that such Initial Lock-Up Period may be extended at the discretion of the Exchange Act, any other Common Units managing or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period lead underwriter(s) selected by the Company if (i) during the last 17 days of 180 days after the date of this Agreement (the “Initial Lock-Up Period”, the Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Initial Lock-Up Period; and provided further, that in the case of either (i) or (ii), the managing or lead underwriter may extend such Initial Lock-Up Period until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable. The restrictions contained Company will provide written notice of any event that would result in an extension of the preceding Initial Lock-Up Period pursuant to the previous sentence to each Shareholder. The sum of all lockup periods under this Section 3.5(a) shall not apply exceed 220 days in any given 12-month period and any applicable lockup period shall terminate on such earlier date as the Company gives notice to (a) such Shareholder that the Units Company declines to be sold hereunder, proceed with any such offering.
(b) In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to Section 3.1 or Section 3.2, the issuance Company will not effect any public sale or distribution of any Registrable Securities (or similar Company Equity Securities) (or securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such underwritten offering), during the period commencing on, and continuing for not more than 180 days (or such shorter period as the managing or lead underwriter(s) selected by the Partnership Company may permit) after the effective date of Common Units and other securities the registration statement of the Company under the Securities Act pursuant to the Contribution Agreement as described which such underwritten offering shall be made or, in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership case of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement of the Company under the Securities Act that contemplates an offering to be made on Form S-8 relating a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 180 days (or such plan. Notwithstanding shorter period as the foregoingmanaging or lead underwriter(s) selected by the Company may permit) after the Company’s notice of a distribution in connection with such offering, if or, in either case, on such earlier date as the Demand Member or the Requesting Demand Member, as applicable, gives notice to the Company that it declines to proceed with any such offering, provided, however, that such 180-day period may be extended at the discretion of the managing or lead underwriter(s) selected by the Company if
(i) during the last 17 days of the 180-day restricted period, the Partnership issues an Company releases earnings release results or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership Company announces that it will release earnings results during the 1615-day period beginning on following the last day of the 180-180- day period; and provided further, then that in the restrictions imposed in this clause shall continue to apply case of either (i) or (ii), the managing or lead underwriter may extend such period until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the announcement of the material news or the occurrence material event, as applicable. The provisions of the material event unless prior sentence shall not apply to (i) the Representatives waive issuance of Registrable Securities (or similar Company Equity Securities) upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for Registrable Securities (or similar Company Equity Securities) pursuant to the terms of such extension options, warrants or other securities, and (ii) pursuant to the terms of any other agreement to issue Registrable Securities (or similar Company Equity Securities) (or any securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) in writingeffect on the date of the notice of a proposed Transfer. The Partnership will provide Notwithstanding the Representatives and any co-managers and each individual foregoing, the provisions of this Section 3.5 shall be subject to the restricted period provisions of Section 3.4, and if the Company exercises its rights of postponement pursuant to Section 3.4 with respect to any proposed underwritten public offering, the lock-up letters described in provisions of this Section 6(j) with prior notice of any 3.5 shall not apply unless and until such announcement time as the Company notifies the Demand Member or occurrence that gives rise to an extension the Requesting Demand Member, as applicable, of the restricted periodtermination of such postponement and the Demand Member or the Requesting Demand Member, as applicable, notifies the Company of its intention to continue with such proposed offering.
Appears in 1 contract
Samples: Shareholder Agreement
Lock-Up Period. (a) The EQT Parties will not, without Restricted Holder hereby agrees that from the prior written consent Effective Date until the first to occur of each Citigroup Global Markets Inc. and Barclays Capital Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction i) the date on which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director all of the General Partner) directly or indirectly, including the filing (or participation in the filing) of Earn-Out Securities are issued by Purchaser as a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 result of the Exchange ActTransaction Surviving Corporation achieving sixty million ($60,000,000) in gross revenues for fiscal year 2015, any other Common Units or any securities convertible intoand (b) December 31, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement 2020 (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus Restricted Holder will not, directly or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if indirectly: (i) during offer to sell, 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 for the last 17 days sale of, make any short sale, enter into any swap or other arrangement that transfers to another in whole or in part any of the 180-day restricted periodeconomic consequences of ownership of, the Partnership issues an earnings release lend or announces material news otherwise dispose of or a material event relating to the Partnership occurs; transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (ii) prior enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the Lock-Up Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) Notwithstanding anything contained herein to the expiration of the 180-day restricted periodcontrary, the Partnership announces that it will release earnings results during Restricted Holder shall be permitted to engage in any Disposition where the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in other party to such Disposition is an affiliate as long as such affiliate executes a joinder to this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodAgreement.
Appears in 1 contract
Samples: Lock Up Agreement (BGS Acquisition Subsidiary, Inc.)
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the applicable Restricted Period, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares of the Parent Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other Common Units party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement, (ii) where such Disposition is a bona fide gift or gifts and the donee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (iii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (iv) upon the written approval of the lead underwriter in any underwritten public offering of Parent’s securities convertible intowith gross proceeds of $40,000,000 or more, (v) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or exercisableone or more trusts where such Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a copy of this Agreement, (vi) as a distribution to stockholders, partners or exchangeable formembers of the Restricted Holder, Common Unitsprovided that such stockholders, partners or members agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement; (vii) as collateral for any bona fide loan, provided that the lender agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement; or publicly announce an intention (viii) with respect to effect any such transaction, for a period the sales of 180 days securities acquired after the closing of the Offering in the open market or (ix) on and after the date of this Agreement (the “Lock-Up Period”). The restrictions contained in the preceding sentence shall not apply to (a) the Units that such Restricted Holder ceases to be sold hereundera director, (b) officer and employee of the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package Parent and the Prospectus Company or 5% Stockholder, as the case may be.
(cd) For the issuance by avoidance of doubt, nothing shall prevent the Partnership Restricted Holder from, or restrict the ability of equity awards pursuant to the EQT Midstream ServicesRestricted Holder to, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during purchase common stock on the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; open market or (ii) prior exercise any options, warrants or other convertible securities granted by the Parent to the expiration Restricted Holder or any of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodits affiliates.
Appears in 1 contract
Samples: Lock Up Agreement (Enumeral Biomedical Holdings, Inc.)
Lock-Up Period. The EQT Parties will not(a) Each Shareholder hereto agrees, without the prior written consent of each Citigroup Global Markets Inc. in connection with any underwritten public offering in which such Shareholder is eligible to and Barclays Capital Inc., offer, sell, contract has elected to sell, pledgeinclude Registrable Securities, or otherwise dispose ofwhich underwritten public offering of Equity Securities substantially similar to the Registrable Securities is being effected by the Company for its own account, not to effect any public sale or distribution of any Registrable Securities (or enter similar Company Equity Securities) (or securities convertible into any transaction or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (except as part of such underwritten public offering) during the initial period commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the effective date of the registration statement of the Company under the Securities Act pursuant to which is designed tosuch underwritten offering shall be made or, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, including the filing (or participation in the filing) case of a registration statement of the Company under the Securities Act that contemplates an offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the period -7- PALOALTO 54549 9 commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead underwriter~s) selected by the Company may permit) after the Company's notice of a distribution in connection with the Commission in respect ofsuch offering (each such 90-day period, or establish such shorter period as the managing or increase a put equivalent position or liquidate or decrease a call equivalent position within lead underwriter~s) selected by the meaning of Section 16 Company may permit, the "Initial Lock-up Period"); provided, however, that such Initial Lock-Up Period may be extended at the discretion of the Exchange Act, any other Common Units managing or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period lead underwriter~s) selected by the Company if (i) during the last 17 days of 180 days after the date of this Agreement (the “Initial Lock-Up Period”, the Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release eamnings results during the 15-day period following the last day of the Initial Lock-Up Period; and provided further, that in the case of either (i) or (ii), the managing or lead underwriter may extend such Initial Lock-Up Period until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable. The restrictions contained Company will provide written notice of any event that would result in an extension of the preceding Initial Lock-Up Period pursuant to the previous sentence to each Shareholder. The sum of all lockup periods under this Section 3.5(a) shall not apply exceed 220 days in any given 12-month period and any applicable lockup period shall terminate on such earlier date as the Company gives notice to (a) such Shareholder that the Units Company declines to be sold hereunder, proceed with any such offering.
(b) In connection with any underwritten public offering made pursuant to a Registration Statement filed pursuant to 'Section 3 .1I or Section 3.2, the issuance Company will not effect any public sale or distribution of any Registrable Securities (or similar Company Equity Securities) (or securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such underwritten offering), during the period commencing on, and continuing for not more than 180 days (or such shorter period as the managing or lead underwriter~s) selected by the Partnership Company may permnit) after the effective date of Common Units and other securities the registration statement of the Company under the Securities Act pursuant to the Contribution Agreement as described which such underwritten offering shall be made or, in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership case of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement of the Company under the Securities Act that contemplates an offering to be made on Form S-8 relating a continuous or delayed basis pursuant to Rule 415 thereunder, the period commencing on, and continuing for not more than 180 days (or such plan. Notwithstanding shorter period as the foregoingmanaging or lead underwriter~s) selected by the Company may permit) after the Company's notice of a distribution in connection with such offering, or, in either case, on such earlier date as the Demand Member or the Requesting Demand Member, as applicable, gives notice to the Company that it declines to proceed with any such offering, provided, however, that such 180-day period may be extended at the discretion of the managing or lead underwriter~s) selected by the Company if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an Company releases earnings release results or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership Company announces that it will release earnings results during the 1615-day period beginning on following the last day of the 180-180- day period; and provided further, then that in the restrictions imposed in this clause shall continue to apply case of either (i) or (ii), the managing or lead underwriter may extend such period until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the announcement of the material news or the occurrence material event, as applicable. The provisions of the material event unless prior sentence shall not apply to (i) the Representatives waive issuance of Registrable Securities (or similar Company Equity Securities) upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for Registrable Securities (or similar Company Equity Securities) pursuant to the terms of such extension options, warrants or other securities, and (ii) pursuant to the terms of any other agreement to issue Registrable Securities (or similar Company Equity Securities) (or any securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities)) in writingeffect on the date of the notice of a proposed Transfer. The Partnership will provide Notwithstanding the Representatives and any co-managers and each individual foregoing, the provisions of this Section 3.5 shall be subject to the restricted period provisions of Section 3.4, and if the Company exercises its rights of postponement pursuant to Section 3.4 with respect to any proposed underwritten public offering, the lock-up letters described in provisions of this Section 6(j) with prior notice of any 3.5 shall not apply unless and until such announcement time as the Company notifies the Demand Member or occurrence that gives rise to an extension the Requesting Demand Member, as applicable, of the restricted periodtermination of such postponement and the Demand Member or the Requesting Demand Member, as applicable, notifies the Company of its intention to continue with such proposed offering.
Appears in 1 contract
Samples: Settlement Agreement
Lock-Up Period. The EQT Parties (a) During the Restricted Period, the Restricted Holder will not, without the prior written consent of each Citigroup Global Markets Inc. and Barclays Capital Inc.directly or indirectly: (i) offer, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, borrow against, lend or otherwise dispose ofof or transfer any Restricted Securities or any securities convertible into or exercisable or exchangeable for Restricted Securities, or (or ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however, that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to, to or would which reasonably could be likely to, expected to lead to or result in the a sale or disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or of any officer or director of the General PartnerRestricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.
(b) In addition, during the period of eighteen (18) months immediately following the closing date of the Share Exchange, the Restricted Holder will not, directly or indirectly, including effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the filing Securities Exchange Act of 1934 (the “Exchange Act”)), whether or participation in not against the filing) of a registration statement with the Commission in respect ofbox, or establish or increase a any “put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant any other right (including, without limitation, any other put or call option) with respect to shares of the Parent Common Units Stock or with respect to any securities security that includes, is convertible intointo or exercisable for or derives any significant part of its value from shares of the Parent Common Stock, including the Parent Series A Preferred Stock, or exercisableotherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.
(c) Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the other party to such Disposition is another Restricted Holder, (ii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust, (iii) upon the written approval of the lead underwriter in any underwritten public offering of Parent’s securities, or exchangeable for, Common Units; (iv) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or publicly announce an intention to effect any one or more trusts where such transaction, for Restricted Holder is the grantor of such trust(s)) as long as such affiliate executes a period of 180 days after the date copy of this Agreement Agreement.
(d) Notwithstanding anything contained herein to the “Lock-Up Period”). The contrary, the restrictions contained in the preceding sentence this Agreement shall not apply to (a) the Units to be sold hereunder, (b) the issuance any shares of Parent Common Stock acquired by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described Restricted Holder in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs; or (ii) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event unless the Representatives waive such extension in writing. The Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) with prior notice of any such announcement or occurrence that gives rise to an extension of the restricted periodopen market.
Appears in 1 contract
Lock-Up Period. The EQT Parties Company will not, without the prior written consent of each Citigroup Global Markets Inc. the Placement Agents, from the date of execution of this Agreement and Barclays Capital Inc., offer, sell, contract continuing to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or would reasonably be likely to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the EQT Parties or any officer or director of the General Partner) directly or indirectly, and including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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, any other Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units; or publicly announce an intention to effect any such transaction, for a period of 180 date 90 days after the date of this Agreement the Prospectus (the “Lock-Up Period”). The restrictions contained , other than the Company’s sale of the Units hereunder and the issuance of shares pursuant to the exercise of the Warrants, (1) offer for sale; sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the preceding sentence disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exchangeable for Common Stock, or sell or grant any options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock other than (i) the grant of options or other equity based compensation pursuant to plans existing as of the date of this Agreement, and (ii) the issuance of Common Stock upon exercise of options expiring on or before the end of the Lock-Up Period, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks or ownership of Common Stock, regardless of whether such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, the foregoing restriction shall not apply to (ai) securities required to be issued pursuant to contractual obligations of the Company in effect as of the date of this Agreement or (ii) equity securities issued pursuant to employee benefit or purchase plans in effect as of the date of this Agreement or pursuant to bona fide employee benefit or purchase plans established during the Lock-Up Period. If (A) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units and other securities pursuant to the Contribution Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus or (c) the issuance by the Partnership of equity awards pursuant to the EQT Midstream Services, LLC Long-Term Incentive Plan and the Partnership may file a registration statement on Form S-8 relating to such plan. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Partnership Company issues an earnings release or announces material news or a material event relating to the Partnership occurs; Company occurs during the last seventeen (17) days of the Lock-Up Period, or (iiB) prior to the expiration of the 180Lock-day restricted periodUp Period, the Partnership Company announces that it will release earnings results during the 16-day sixteen (16)-day period beginning on the last day of the 180Lock-day periodUp Period, then the restrictions imposed in this clause Section 4(j), unless otherwise waived by the Placement Agents in writing, shall continue to apply until the expiration of the 18-day eighteen (18)-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event unless the Representatives waive such extension in writingevent. The Partnership Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(j) Placement Agents with prior notice of any such announcement or occurrence that gives rise to an the extension of the restricted periodLock-Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.
Appears in 1 contract
Samples: Placement Agency Agreement (Rockwell Medical Technologies Inc)
