Common use of Lock-Up With Respect to Public Company Common Stock Clause in Contracts

Lock-Up With Respect to Public Company Common Stock. (a) Stockholder shall not Transfer any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock owned of record or beneficially by Stockholder during the period commencing upon the Effective Time and ending 90 days after the date on which the Effective Time occurs with respect to 50% of such shares and 180 days after the Effective Time with respect to the remainder of such shares. The foregoing sentence shall not apply to (a) transactions relating to shares of Public Company Common Stock or other securities acquired in open market transactions after the Effective Time; (b) transfers of shares of Public Company Common Stock or other securities as a bona fide gift; (c) distributions of shares of Public Company Common Stock or other securities to partners, members or shareholders of the Stockholder or to the estate of any deceased partner or member of the Stockholder; (d) transfers to any family limited partnership or family limited liability company whose partnership or equity interests are owned by, or a trust for the direct or indirect benefit of, or controlled by, the Stockholder or the immediate family of the Stockholder; (e) transfers to the Stockholder’s Affiliates or to any investment fund or other entity controlled or managed by the Stockholder; provided that in the case of any transfer or distribution pursuant to clause (b), (c), (d) or (e), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter containing substantially similar provisions as are set forth in this Section 6; or (f) transfers to any beneficiary of the Stockholder pursuant to will, intestacy, trust or other testamentary document or applicable laws of descent. In addition, the Stockholder agrees that, without the prior written consent of Public Company, it will not, during the period commencing on the Effective Time and ending 180 days after the date on which the Effective Time occurs, make any demand for or exercise any right with respect to, the registration of any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock. The Stockholder also agrees and consents to the entry of stop transfer instructions with Public Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock except in compliance with the foregoing restrictions.

Appears in 4 contracts

Samples: Archemix Corp. Stockholder Agreement (Nitromed Inc), Stockholder Agreement (Rho Capital Partners Inc), Stockholder Agreement (Nitromed Inc)

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Lock-Up With Respect to Public Company Common Stock. (a) Stockholder Noteholder shall not during the period commencing upon the Effective Time and ending 180 days after the date on which the Effective Time occurs, Transfer any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock owned of record or beneficially by Stockholder during the period commencing upon the Effective Time and ending 90 days after the date on which the Effective Time occurs with respect to 50% of such shares and 180 days after the Effective Time with respect to the remainder of such sharesStock. The foregoing sentence shall not apply to (a) transactions relating to shares of Public Company Common Stock or other securities acquired in open market transactions after the Effective Time; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Public Company Common Stock acquired in such open market transactions; (b) transfers of shares of Public Company Common Stock or other securities as a bona fide gift; (c) distributions of shares of Public Company Common Stock or other securities to limited partners, members or shareholders of the Stockholder or to the estate of any deceased partner or member of the StockholderNoteholder; (d) transfers to any family limited partnership or family limited liability company whose partnership or equity interests are owned by, or a trust for the direct or indirect benefit of, or controlled by, the Stockholder Noteholder or the immediate family of the StockholderNoteholder; (e) transfers to the StockholderNoteholder’s Affiliates or to any investment fund or other entity controlled or managed by the StockholderNoteholder; provided that in the case of any transfer or distribution pursuant to clause (b), (c), (d) or (e), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter containing substantially similar provisions as are set forth in this Section 67 and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Public Company Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence; or (f) transfers to any beneficiary of the Stockholder Noteholder pursuant to will, intestacy, trust intestacy or other testamentary document or applicable laws of descent. In addition, the Stockholder Noteholder agrees that, without the prior written consent of Public Company, it will not, during the period commencing on the Effective Time and ending 180 days after the date on which the Effective Time occurs, make any demand for or exercise any right with respect to, the registration of any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock. The Stockholder Noteholder also agrees and consents to the entry of stop transfer instructions with Public Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock except in compliance with the foregoing restrictions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Critical Therapeutics Inc), Merger Partner Noteholder Agreement (Critical Therapeutics Inc)

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Lock-Up With Respect to Public Company Common Stock. (a) Stockholder shall not Transfer any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock owned of record or beneficially by Stockholder during the period commencing upon the Effective Time and ending 90 days after the date on which the Effective Time occurs with respect to 50% of such shares and 180 days after the Effective Time with respect to the remainder of such shares. The foregoing sentence shall not apply to (a) transactions relating to shares of Public Company Common Stock or other securities acquired in open market transactions after the Effective Time; (b) transfers of shares of Public Company Common Stock or other securities as a bona fide gift; (c) distributions of shares of Public Company Common Stock or other securities to partners, members or shareholders of the Stockholder or to the estate of any deceased partner or member of the Stockholder; (d) transfers to any family limited partnership or family limited liability company whose partnership or equity interests are owned by, or a trust for the direct or indirect benefit of, or controlled by, the Stockholder or the immediate family of the Stockholder; (e) transfers to the Stockholder’s 's Affiliates or to any investment fund or other entity controlled or managed by the Stockholder; provided that in the case of any transfer or distribution pursuant to clause (b), (c), (d) or (e), (i) each donee, distributee or transferee shall sign and deliver a lock-up letter containing substantially similar provisions as are set forth in this Section 6; or (f) transfers to any beneficiary of the Stockholder pursuant to will, intestacy, trust or other testamentary document or applicable laws of descent. In addition, the Stockholder agrees that, without the prior written consent of Public Company, it will not, during the period commencing on the Effective Time and ending 180 days after the date on which the Effective Time occurs, make any demand for or exercise any right with respect to, the registration of any shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock. The Stockholder also agrees and consents to the entry of stop transfer instructions with Public Company’s 's transfer agent and registrar against the transfer of the undersigned’s 's shares of Public Company Common Stock or any securities convertible into or exercisable or exchangeable for Public Company Common Stock except in compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Public Company Stockholder Agreement (Invus Public Equities, LP)

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